{"success":true,"data":{"pressRelease":{"id":"22998","rtpr_id":"nGNXbS8Cwx","ticker":"1NV","exchange":"","all_tickers":["1NV"],"title":"Navigator Gas Announces Preliminary First Quarter 2026 Results (Unaudited)","author":"Globe Newswire","published_at":"2026-05-06T11:55:00.598Z","article_body":"LONDON, May 06, 2026 (GLOBE NEWSWIRE) --\n\nFirst Quarter Financial Highlights.\n* On May 6, 2026, pursuant to the Company's capital return policy (the\n\"Capital Return Policy\"), the Board of Directors of the Company declared a\ncash dividend of $0.07 per share of the Company's common stock for the quarter\nended March 31, 2026, payable on June 10, 2026, to all shareholders of\nrecord as of the close of business U.S. Eastern Time on May 20, 2026 (the\n“Dividend”). The aggregate amount of the Dividend is expected to be\napproximately $4.3 million, which the Company anticipates will be funded from\ncash on hand. \n\n\n* Also as part of the Company's Capital Return Policy for the quarter ended\nMarch 31, 2026, the Company expects to repurchase approximately $6.3 million\nof its common stock between May 8, 2026, and June 30, 2026, subject to\noperating needs, market conditions, legal requirements, stock price and other\ncircumstances (the “Share Repurchases”), such that the Dividend and the\nShare Repurchases together equal 30% of net income for the quarter ended\nMarch 31, 2026.\n\n\n* On May 5, 2026, the Board of Directors of the Company approved a revision to\nthe Company's existing Capital Return Policy first announced in May 2023 and\nrevised in November 2025 (the \"2026 Revised Capital Return Policy\") to take\neffect from and applying to, the quarter ending June 30, 2026. Under the 2026\nRevised Capital Return Policy, the Company intends, subject to operating needs\nand other circumstances, to pay its existing quarterly cash dividend of $0.07\nper share (the \"Fixed Element\") and return additional capital in the form of\nfurther cash dividends and/or share repurchases, such that the Fixed Element\nand, if any, the variable component, together equal 35% of net income for the\napplicable quarter, increased from 30% of net income under the Company's\nexisting Capital Return Policy. Declarations of any dividends in the future,\nand the amount of any such dividends under the 2026 Revised Capital Return\nPolicy, are subject to approval by the Company's Board. \n\n\n* On March 31, 2026, the Company paid a dividend of $0.07 per share of the\nCompany’s common stock to all shareholders of record as of the close of\nbusiness U.S. Eastern Time on March 23, 2026, totaling $4.3 million, and the\nCompany repurchased 50,473 shares of common stock in the open market between\nMarch 16, 2026, and March 31, 2026, at an average price of $19.34 per share,\ntotaling $1.0 million, all as part of the Company's Capital Return Policy for\nthe quarter ended December 31, 2025.\n\n\n* On March 23, 2026, the Company closed a secondary public offering of a total\nof 8.0 million shares of common stock by BW Group Limited, as the selling\nshareholder, at a public offering price of $17.50 per share. The Company did\nnot offer any of its shares of common stock in the offering and did not\nreceive any proceeds from the sale of its common stock by the selling\nshareholder in the offering. Concurrent and as part of the offering, the\nCompany purchased from the underwriters 3,500,000 shares of common stock\noffered by the selling shareholder in the offering, at a price per share of\n$17.50, which was equal to the price per share paid by the underwriters to the\nselling shareholder in the offering. The share repurchase totaled $61.2\nmillion and was funded with cash on hand.\n\n\n* The Company reported total operating revenues of $140.6 million for the\nthree months ended March 31, 2026, compared to $151.4 million for the three\nmonths ended March 31, 2025.\n\n\n* Net income attributable to stockholders of the Company was $35.5 million for\nthe three months ended March 31, 2026, compared to $27.0 million for the\nthree months ended March 31, 2025.\n* Adjusted net income attributable to stockholders of the Company(1) was $33.1\nmillion for the three months ended March 31, 2026, compared to $25.5 million\nfor the three months ended March 31, 2025. During the three months ended\nMarch 31, 2026, the Company revised its definition of adjusted net income\nattributable to stockholders of the Company to no longer exclude profit/loss\non sale of vessels. The Company believes this change provides improved\ncomparability and better reflects the Company’s ongoing process of fleet\nrenewal as business in the ordinary course. Prior‑period adjusted net income\nattributable to stockholders of the Company presented has been recast to\nconform to the current‑period presentation.\n* EBITDA(2) was $80.3 million for the three months ended March 31, 2026,\ncompared to $74.3 million for the three months ended March 31, 2025.\n(1) Adjusted net income attributable to stockholders of Navigator Holdings\nLtd. is not a measurement prepared in accordance with U.S. GAAP. Adjusted net\nincome attributable to stockholders of Navigator Holdings Ltd. represents net\nincome attributable to stockholders of Navigator Holdings Ltd. adjusted to\nexclude realized and unrealized gain/loss on non-designated derivative\ninstruments and unrealized foreign currency exchange, write off of deferred\nfinancing costs, and other income. Management believes that EBITDA, Adjusted\nEBITDA, Adjusted Net Income Attributable to Stockholders of Navigator Holdings\nLtd., Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per\nShare are useful to investors in evaluating the operating performance of the\nCompany but they do not represent and should not be considered alternatives to\nconsolidated net income, earnings per share, cash generated from operations,\nor any other GAAP measure.\n\n(2) EBITDA and Adjusted EBITDA are not measurements prepared in accordance\nwith U.S. GAAP. EBITDA represents net income before net interest expense,\nincome taxes, depreciation and amortization. We define Adjusted EBITDA as\nEBITDA before profit/loss on sale of vessel, realized and unrealized gain/loss\non non-designated derivative instruments and unrealized foreign currency\nexchange, write off of deferred financing costs, and other income. Management\nbelieves that EBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to\nStockholders of Navigator Holdings Ltd., Adjusted Basic Earnings per Share and\nAdjusted Diluted Earnings per Share are useful to investors in evaluating the\noperating performance of the Company but they do not represent and should not\nbe considered alternatives to consolidated net income, earnings per share,\ncash generated from operations, or any other GAAP measure.\n* Adjusted EBITDA(2) was $65.9 million for the three months ended March 31,\n2026, compared to $72.8 million for the three months ended March 31, 2025. \n\n\n* Basic earnings per share attributable to stockholders of the Company was\n$0.55 for the three months ended March 31, 2026, compared to $0.39 per share\nfor the three months ended March 31, 2025, with the increase primarily due to\nan increase in net income attributable to stockholders of Navigator Holdings\nLtd., and by a lower number of shares of common stock in issue in the three\nmonths ended March 31, 2026, compared to the three months ended March 31,\n2025.\n\n\n* Adjusted basic earnings per share attributable to stockholders(3) of the\nCompany was $0.51 per share for the three months ended March 31, 2026,\ncompared to $0.37 per share for the three months ended March 31, 2025, driven\nprimarily by an increase in adjusted net income attributable to stockholders\nof Navigator Holdings Ltd., and by a lower number of shares of common stock in\nissue in the three months ended March 31, 2026, compared to the three months\nended March 31, 2025. During the three months ended March 31, 2026, the\nCompany revised its definition of adjusted net income to no longer exclude\nprofit/loss on sale of vessels. The Company believes this change provides\nimproved comparability and better reflects the Company’s ongoing process of\nfleet renewal as business in the ordinary course. Prior‑period adjusted net\nincome presented has been recast to conform to the current‑period\npresentation.\n\n\n* The Company reduced its debt by $3.1 million to $897.1 million (net of\ndeferred financing costs) during the three months ended March 31, 2026, as\nthe Company made net repayments on loan facilities and revolving credit\nfacilities of $29.9 million, offset by the drawdown of $26.8 million from the\nMarch 2026 Senior Secured Term Loan (as defined below). The Company reduced\nits debt by $33.0 million to $900.2 million (net of deferred financing costs)\nduring the three months ended December 31, 2025, as the Company made net\nrepayments on loan facilities and revolving credit facilities of $33.0\nmillion.\n\n\n* At March 31, 2026, the Company's cash, cash equivalents, and restricted\ncash were $199.6 million, and together with available but undrawn credit\nfacilities of $91.4 million, the Company's total liquidity as of March 31,\n2026, was $291.0 million, compared to $204.9 million as of December 31, 2025,\nand $139.0 million as of March 31, 2025.\n\n\n* On April 14, 2026, the Company signed a non-binding letter of intent with\nBernhard Schulte (Singapore) Holdings Pte. Ltd. (“Bernhard Schulte”) and\nSloman Neptun Schiffahrts-Aktiengesellschaft (\"Sloman Neptune\") for the sale\nby the Company to Bernhard Schulte and Sloman Neptun of eight gas carriers\n(the “Unigas Vessels”) as well as the Company’s shareholding in Unigas\nInternational B.V. (\"Unigas B.V.\"), the entity which commercially manages the\nUnigas Vessels (the \"Unigas Pool\"), for an aggregate purchase price of\napproximately $183 million (the \"Proposed Unigas Transaction\"). The combined\nbook value and outstanding loan facilities in respect of the Unigas Vessels\nand the Company's holding in Unigas B.V. in the Company's accounts at\nMarch 31, 2026, were approximately $117 million and $54 million respectively.\nClosing of the Proposed Unigas Transaction is subject to the execution of\ndefinitive vessel and share sale documentation, approval by the boards of\ndirectors of Navigator Gas, Bernhard Schulte and Sloman Neptun, any regulatory\napprovals, and other customary closing conditions. The parties anticipate\nclosing the Proposed Unigas Transaction by the fourth quarter of 2026. We\ncannot assure you that the Proposed Unigas Transaction will be completed on\nthe terms set out in the non-binding letter of intent as described above, or\nat all.\n(3) Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share\nare not measurements prepared in accordance with U.S. GAAP. Adjusted Basic\nEarnings per Share represents basic earnings per share adjusted to exclude\nrealized and unrealized gain/loss on non-designated derivative instruments and\nunrealized foreign currency exchange, write off of deferred financing costs,\nand other income. Adjusted Diluted Earnings per Share represents Adjusted\nBasic Earnings per Share adjusting the weighted average number of common\nshares used for calculating Adjusted Basic Earnings per Share for the effects\nof all potentially dilutive shares. Management believes that EBITDA, Adjusted\nNet Income Attributable to Stockholders of Navigator Holdings Ltd., Adjusted\nBasic Earnings per Share and Adjusted Diluted Earnings per Share are useful to\ninvestors in evaluating the operating performance of the Company but they do\nnot represent and should not be considered alternatives to consolidated net\nincome, earnings per share, cash generated from operations, or any other GAAP\nmeasure. \n\nOther Highlights and Developments.\n\nFleet Operational Update\n\nThe average daily time charter equivalent (“TCE”) rate across the fleet\nwas $29,684 for the three months ended March 31, 2026, compared to $30,476 for\nthe three months ended March 31, 2025, and $30,647 for the three months ended\nDecember 31, 2025.\n\nUtilization across the fleet was a normalized 90.6% for the three months ended\nMarch 31, 2026, compared to 92.4% for the three months ended March 31, 2025,\nand 90.0% for the three months ended December 31, 2025.\n\nWe continue to monitor the ongoing geopolitical situation in the Middle East.\nDuring the three months ended March 31, 2026, none of our vessels operated in,\nor transited through, the region, and we have not experienced any significant\noperational impact.\n\nGiven the timing of developments in the Middle East and our diversified fleet\nand cargo portfolio, any indirect effects, including potential impacts on\nglobal shipping markets arising from the disruption and closure of the Strait\nof Hormuz, have not materially impacted our financial results for the three\nmonths ended March 31, 2026. Then as continuing constraints on shipping routes\nand disruptions in supply chains have led to changes in vessel supply and\ndemand dynamics, and with elevated oil prices and supply constraints\nincentivizing alternative feedstocks, we have to date seen a beneficial impact\non our segment of the shipping market in the second quarter of 2026.\n\nAs of March 31, 2026 we had 32 vessels engaged under time charters, 15 vessels\non spot voyage charters and contracts of affreightment (\"COAs\"), and eight\nvessels operating in the independently managed Unigas Pool. As of March 31,\n2026, for the 12-month period commencing April 1, 2026, approximately 36% of\nour available days are covered by time charter contracts. For the same\nforward-looking 12-month period, our midsize vessels are exclusively on time\ncharters, about 70% of our fully and semi-refrigerated vessels are on time\ncharters, and about 75% of our ethylene-capable handysize vessels are expected\nto be employed in the spot voyage market.\n\nThe handysize 12‑month forward‑looking market assessment for\nsemi‑refrigerated vessels increased by $9,000 per calendar month (“pcm”)\nfrom the end of the fourth quarter of 2025 to $965,000 pcm at the end of the\nfirst quarter of 2026.\n\nThe handysize 12‑month forward‑looking market assessment for fully\nrefrigerated vessels increased by $10,000 pcm from the end of the fourth\nquarter of 2025 to $785,000 pcm at the end of the first quarter of 2026.\n\nThe handysize 12-month forward-looking market assessment for ethylene-capable\nvessels remained unchanged from the end of the fourth quarter of 2025 to the\nend of the first quarter of 2026, at $1,025,000 pcm.\n\nEthylene Export Terminal\n\nWe own a 50% share in an ethylene export marine terminal at Morgan’s Point,\nTexas (the “Ethylene Export Terminal”) through a joint venture (the\n\"Export Terminal Joint Venture\") with Enterprise Products Partners.\n\nOur share of the results of our equity investment in the Ethylene Export\nTerminal was a gain of $2.6 million for the three months ended March 31, 2026,\ncompared to a loss of $0.9 million for the three months ended March 31, 2025,\nand a gain of $0.9 million for the three months ended December 31, 2025.\n\nThe Ethylene Export Terminal throughput for the three months ended March 31,\n2026, was 300,537 metric tons (\"mts\"), compared to 85,553 mts for the three\nmonths ended March 31, 2025, and 191,707 mts for the three months ended\nDecember 31, 2025, and exceeding the quarterly average throughout 2025 of\n204,000 mts. During the first quarter of 2026, 100% of exports were destined\nfor Europe, with no volumes shipped to Asia or the Middle East.\n\nWe expect throughput for the second quarter of 2026 to be at or above the\nfirst quarter of 2026, supported by strong demand from Europe, and influenced\nby the geopolitical disruptions that have led to changes in vessel supply and\ndemand dynamics and elevated oil prices and supply constraints, all of which\nare currently incentivizing exports of U.S. produced ethylene and ethane.\n\nTotal ethane exports from the U.S. continued to rise in the first quarter of\n2026, with the four export terminals at Morgans Point, Beaumont, Nederland and\nMarcus Hook having throughput of approximately 3,150,000 mts, with the\nmajority moving to China, compared to the average quarterly throughput in 2025\nof 2,633,000 mts. The increase was driven by additional export capacity that\ncame on stream in August 2025 at the Beaumont terminal, operated by Enterprise\nProducts Partners.\n\nOur Ethylene Export Terminal, owned by the Export Terminal Joint Venture,\nincludes an ethylene cryogenic storage tank with a capacity of 30,000 tons,\nand has the capacity to export at least 1.55 million tons of ethylene per year\nand load ethylene-capable gas carriers at rates of 1,000 tons per hour. Since\nJanuary 2026, three new offtake contracts related to the Ethylene Export\nTerminal’s available ethylene volumes have been signed by new customers, and\nwe continue to expect that additional capacity will be contracted during 2026.\nUntil further offtake contracts are signed, volumes will be sold and made\navailable on a spot contract basis.\n\n2026 Revised Capital Return Policy\n\nThe Company’s existing Capital Return Policy was further revised by the\nBoard of the Company on May 5, 2026, commencing with, and applying to, the\ndividend relating to the quarter ending June 30, 2026. Under the 2026 Revised\nCapital Return Policy and subject to operating needs and other circumstances,\nthe Company intends to continue to pay the Fixed Element and return additional\ncapital in the form of further cash dividends and/or share repurchases, such\nthat the Fixed Element and, if any, the variable element, together equal 35%\nof net income for the applicable quarter, increased from 30% of net income\nunder the Company's existing Capital Return Policy.\n\nAny acquisition of the Company’s common stock under the 2026 Revised Capital\nReturn Policy may be made via open market transactions, privately negotiated\ntransactions or any other method permitted under U.S. securities laws and the\nrules of the U.S. Securities and Exchange Commission. The timing and amount of\nany dividends and share repurchases under the 2026 Revised Capital Return\nPolicy will be determined by Navigator’s Board of Directors and management\nand will depend on market conditions, legal requirements, stock price,\nalternative uses of capital, financial results and earnings, restrictions in\nour debt agreements, required capital expenditures, and the provisions of\nMarshall Islands law affecting the payment of dividends to shareholders, as\nwell as other factors. The 2026 Revised Capital Return Policy does not oblige\nNavigator to pay any dividends or repurchase any of its shares and the 2026\nRevised Capital Return Policy, including dividends and repurchases of shares\nof common stock, may be suspended, discontinued or modified by the Company at\nany time, for any reason.\n\nExisting Capital Return Policy\n\nUnder the existing Capital Return Policy, until the 2026 Revised Capital\nReturn Policy takes effect from, and applying to, the quarter ending June 30,\n2026 and subject to operating needs and other circumstances, the Company\nintends to pay the Fixed Element and return additional capital in the form of\nfurther cash dividends and/or share repurchases, such that the Fixed Element\nand, if any, the variable element, together equal at least 30% of net income\nfor the applicable quarter. Any acquisition of the Company’s common stock\nunder the Capital Return Policy may be made via open market transactions,\nprivately negotiated transactions or any other method permitted under U.S.\nsecurities laws and the rules of the U.S. Securities and Exchange Commission.\n\nThe timing and amount of any dividends and share repurchases under the\nexisting Capital Return Policy will be determined by the Company's Board of\nDirectors and management and will depend on market conditions, legal\nrequirements, stock price, alternative uses of capital, financial results and\nearnings, restrictions in our debt agreements, required capital expenditures,\nand the provisions of Marshall Islands law affecting the payment of dividends\nto shareholders, as well as other factors. The existing Capital Return Policy\ndoes not oblige the Company to pay any dividends or repurchase any of its\nshares and the existing Capital Return Policy, including dividends and\nrepurchases of shares of common stock, may be suspended, discontinued, or\nmodified by the Company at any time, for any reason.\n\nFinancing\n\nOn March 2, 2026, the Company and certain of its subsidiaries entered into a\n$133.8 million senior secured pre- and post-delivery term loan (the “March\n2026 Senior Secured Term Loan”) with ABN AMRO Bank N.V., Credit Agricole\nCorporate & Investment Bank and, Nordea Bank Abp, filial i Norge to\npartially finance the construction across two tranches of two of its ethylene\nnewbuild vessels, Navigator Parsec and Navigator Pleione, and will use cash on\nhand to pay the remainder of the construction costs. The March 2026 Senior\nSecured Term Loan matures five years after delivery of the second vessel, and\nthe borrowers have the option to extend the facility for a further 12 months.\nThe facility is non-amortizing for the pre-delivery period and then each\ntranche amortizes from each vessel delivery, with a balloon repayment of\n$100.3 million on the five-year maturity date (if the 12-month extension is\nnot taken). The facility bears interest at a rate of Term SOFR plus 150 basis\npoints. As of March 31, 2026, the facility was partially drawn in the amount\nof $26.8 million.\n\nThe Company expects to finance the cost of its other two ethylene newbuild\nvessels, Navigator Proxima and Navigator Polaris, and its two ammonia vessels,\nNavigator Amundsen and Navigator Archer, using debt and cash on hand, and the\nCompany is well-progressed with arranging such third-party debt finance,\ntargeting closing in May and June 2026 respectively.\n\nVessel Sales\n\nNavigator Pegasus, a 2000-built 22,085 cbm ethylene-capable semi-refrigerated\nhandysize gas carrier, was held for sale as of March 31, 2026, and was\nsubsequently sold to an independent third party on April 17, 2026, for net\nproceeds of $30.5 million, generating a profit on sale of approximately $15.2\nmillion.\n\nHappy Falcon, a 2002-built 3,770 cbm semi-refrigerated small gas carrier was\nsold to an independent third party on January 28, 2026, for net proceeds of\n$4.0 million, generating a profit on sale of approximately $1.8 million.\n\nNavigator Saturn, a 2000-built 22,085 cbm ethylene-capable semi-refrigerated\nhandysize gas carrier, was sold to an independent third party on January 28,\n2026, for net proceeds of $15.9 million, generating a profit on sale of\napproximately $10.3 million.\n\nOn January 6, 2026, following the natural cessation of the Company's PT\nNavigator Khatulistiwa (“PTNK”) business in Indonesia in February 2025,\nNavigator Pluto was transferred to an entity under common control of the\nCompany in order to continue operating within the group's ordinary fleet.\n\nUnigas\n\nOn April 14, 2026, the Company signed a non-binding letter of intent with\nBernhard Schulte (Singapore) Holdings Pte. Ltd. (“Bernhard Schulte”) and\nSloman Neptun Schiffahrts-Aktiengesellschaft (\"Sloman Neptune\") for the sale\nby the Company to Bernhard Schulte and Sloman Neptun of eight gas carriers\n(the “Unigas Vessels”) as well as the Company’s shareholding in Unigas\nInternational B.V. (\"Unigas B.V.\"), the entity which commercially manages the\nUnigas Vessels (the \"Unigas Pool\"), for an aggregate purchase price of\napproximately $183 million (the \"Proposed Unigas Transaction\"). The combined\nbook value and outstanding loan facilities in respect of the Unigas Vessels\nand the Company's holding in Unigas B.V. in the Company's accounts at\nMarch 31, 2026, were approximately $117 million and $54 million respectively.\nClosing of the Proposed Unigas Transaction is subject to the execution of\ndefinitive vessel and share sale documentation, approval by the boards of\ndirectors of Navigator Gas, Bernhard Schulte and Sloman Neptun, any regulatory\napprovals, and other customary closing conditions. The parties anticipate\nclosing the Proposed Unigas Transaction by the fourth quarter of 2026. We\ncannot assure you that the Proposed Unigas Transaction will be completed on\nthe terms set out in the non-binding letter of intent as described above, or\nat all.\n\nThe following table presents the Unigas Vessels to be sold:\n\n Unigas Vessels Capacity (m3) Year Built \n Happy Pelican 6,800 2012 \n Happy Penguin 6,800 2013 \n Happy Condor 9,000 2008 \n Happy Osprey 12,000 2013 \n Happy Kestrel 12,000 2013 \n Happy Peregrine 12,000 2014 \n Happy Albatross 12,000 2015 \n Happy Avocet 12,000 2017 \n\nShould the Proposed Unigas Transaction complete, Navigator Gas will fully exit\nthe Unigas Pool and proceeds are expected to be used for general corporate\npurposes. The Proposed Unigas Transaction is consistent with the Company’s\nongoing focus on fleet optimization and disciplined capital allocation. The\nUnigas Vessels, with an average age of 13 years, represent non-core tonnage,\nand the Proposed Unigas Transaction will allow the Company to focus on its\nlong-term fleet strategy which is centered on growing and consolidating\nhandysize and midsize ethylene-capable vessels.\n\nLegal Updates\n\nIn February 2025, as part of an investigation into allegations of corruption,\nMuhamad Kerry Adrianto and certain other business partners and executives of\nPT Pertamina (Persero), Indonesia's state-owned energy company\n(“Pertamina”), were arrested by Indonesian authorities. The allegations\nrelated to the mismanagement of crude oil and oil refinery products at\nPertamina between 2018 and 2023. The legal proceedings linked with the\ninvestigation by local authorities related to nine individuals and concluded\nin February 2026, with all nine defendants being found guilty. Mr. Adrianto\nwas given a custodial sentence of 15 years, a fine of around $60,000 and was\nordered to pay compensation of approximately $173 million. On March 5, 2026,\nMr. Adrianto lodged an appeal to his sentence with the High Court in Indonesia\nand we continue to monitor developments.\n\nWe are not aware of any link or connection between the Company or PTNK, our\nIndonesian joint venture, and the investigation or its findings other than\nthrough Mr. Adrianto, who served as a director of PTNK until September 2025,\nwhen he was replaced as a director of PTNK.\n\nFollowing this, we continue to believe that the events surrounding Mr.\nAdrianto will not have a material impact on the Company or our operations.\n\n Unaudited Results of Operations for the Three Months Ended March 31, 2026, compared to the Three Months Ended March 31, 2025 \n \n Three months ended Three months ended Percentage change \n March 31, 2025 March 31, 2026 \n (in thousands, except percentage change) \n Operating revenues $ 139,903 $ 129,837 (7.2)% \n Operating revenues – Unigas Pool 11,504 10,782 (6.3)% \n Total operating revenues 151,407 140,619 (7.1)% \n \n Brokerage commission 1,915 1,814 (5.3)% \n Voyage expenses 20,661 19,398 (6.1)% \n Vessel operating expenses 47,014 45,814 (2.6)% \n Depreciation and amortization 34,186 31,933 (6.6)% \n General and administrative costs 8,124 10,251 26.2 % \n Profit from sale of vessel — (12,064 ) — \n Total net operating expenses 111,900 97,146 (13.2)% \n \n Operating income 39,507 43,473 10.0 % \n Unrealized (loss)/gain on non-designated derivative instruments (2,262 ) 1,593 (170.4)% \n Interest expense (12,692 ) (12,115 ) (4.5)% \n Interest income 1,121 1,128 0.6 % \n Net Other income 4,801 1,337 (72.2)% \n Unrealized foreign exchange loss (991 ) (591 ) (40.4)% \n Income before taxes and share of result of equity method investments 29,484 34,825 18.1 % \n Income taxes 143 (1,036 ) (823.4)% \n Share of result of equity method investments (904 ) 2,596 (387.3)% \n Net income 28,723 36,385 26.7 % \n Net income attributable to non-controlling interest (1,687 ) (923 ) (45.3)% \n Net income attributable to stockholders of Navigator Holdings Ltd . $ 27,036 $ 35,462 31.2 % \n\nThe following table presents selected operating data for the three months\nended March 31, 2026, and 2025, which we believe are useful in understanding\nthe basis of movements in our operating revenues.\n\n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n Fleet Data*: \n Weighted average number of vessels 48.0 47.3 \n Ownership days 4,321 4,257 \n Available days 4,234 4,105 \n Earning days 3,913 3,721 \n Fleet utilization 92.4 % 90.6 % \n Average daily Time Charter Equivalent** $ 30,476 $ 29,684 \n\n* Fleet Data - Our eight owned smaller vessels in the independently managed\nUnigas Pool at March 31, 2026, compared to the nine owned smaller vessels in\nthe independently managed Unigas Pool at March 31, 2025, are excluded. On\nDecember 28, 2025, Happy Falcon, a 2002-built 3,770 cbm semi-refrigerated\nsmall gas carrier was redelivered from the Unigas Pool, which decreased the\nnumber of our vessels operating in the Unigas Pool from nine to eight.\n\n** Non-GAAP Financial Measure - Time charter equivalent - TCE is a measure of\nthe average daily revenue performance of a vessel. TCE is not calculated in\naccordance with U.S. GAAP. For all charters, we calculate TCE by dividing\ntotal operating revenues (excluding revenue from the Unigas Pool), less any\nvoyage expenses, by the number of earning days for the relevant period. Under\na time charter, the charterer pays substantially all of the vessel's\nvoyage-related expenses, whereas for voyage charters, also known as spot\nmarket charters, we pay all voyage expenses and charge our customers for these\ncosts through our sales invoicing. TCE is a shipping industry performance\nmeasure used primarily to compare period-to-period changes in a company’s\nperformance despite changes in the mix of charter types (i.e., voyage\ncharters, time charters and contracts of affreightment) under which the\nvessels may be employed. We include average daily TCE as we believe it\nprovides additional meaningful information. Our calculation of TCE may not be\ncomparable to that reported by other companies.\n\nThe following table represents a reconciliation of operating revenues, the\nmost directly comparable financial measure calculated in accordance with U.S.\nGAAP, to TCE for the periods presented.\n\n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n Average daily time charter equivalent***: (in thousands, except earning days and average daily time charter equivalent rate) \n Operating revenues $ 139,903 $ 129,837 \n Voyage expenses 20,661 19,398 \n Operating revenues less voyage expenses $ 119,242 $ 110,439 \n \n Earning days 3,913 3,721 \n Average daily time charter equivalent $ 30,476 $ 29,684 \n\n*** Operating revenues and voyage expenses of our eight owned smaller vessels\nin the independently managed Unigas Pool at March 31, 2026, compared to the\nnine owned smaller vessels in the independently managed Unigas Pool at\nMarch 31, 2025, are excluded. On December 28, 2025, Happy Falcon, a\n2002-built 3,770 cbm semi-refrigerated small gas carrier was redelivered from\nthe Unigas Pool which decreased the number of our vessels operating in the\nUnigas Pool from nine to eight.\n\nOperating Revenues. Operating revenues, net of address commissions, were\n$129.8 million for the three months ended March 31, 2026, a decrease of\n$10.1 million or 7.2% compared to $139.9 million for the three months ended\nMarch 31, 2025. This decrease was primarily due to:\n* a decrease of approximately $3.0 million attributable to a decrease in\naverage monthly TCE rates, which decreased to an average of approximately\n$29,684 per vessel per day ($902,885 per vessel pcm) for the three months\nended March 31, 2026, compared to an average of approximately $30,476 per\nvessel per day ($926,990 per vessel pcm) for the three months ended March 31,\n2025;\n* a decrease of approximately $2.1 million attributable to a decrease in fleet\nutilization, which decreased to 90.6% for the three months ended March 31,\n2026, compared to 92.4% for the three months ended March 31, 2025;\n* a decrease of approximately $3.6 million or 3.1%, attributable to a net\n129-day decrease in vessel available days for the three months ended March 31,\n2026, compared to the three months ended March 31, 2025, primarily as a result\nof the sale of Navigator Saturn during the three months ended March 31, 2026,\ncompared to the three months ended March 31, 2025, and\n* a decrease of approximately $1.3 million, primarily attributable to a\ndecrease in invoiced pass-through voyage expense for the three months ended\nMarch 31, 2026, compared to the three months ended March 31, 2025. \nOperating Revenues – Unigas Pool. Operating revenues – Unigas Pool was\n$10.8 million, a decrease of 6.3% for the three months ended March 31, 2026,\ncompared to $11.5 million for the three months ended March 31, 2025. This\ndecrease was due to Happy Falcon being redelivered from the Unigas Pool\ndecreasing the number of our vessels operating in the pool from nine to eight,\nand decreased utilization across the pool fleet. These operating revenues\nrepresent our share of the operating revenues earned from our eight vessels\noperating within the independently managed Unigas Pool, based on agreed pool\npoints.\n\nBrokerage Commissions. Brokerage commissions, which typically vary between\n1.25% and 2.5% of operating revenues, were $1.8 million for the three months\nended March 31, 2026, compared to $1.9 million for the three months ended\nMarch 31, 2025.\n\nVoyage Expenses. Voyage expenses decreased by $1.3 million or 6.1% to $19.4\nmillion for the three months ended March 31, 2026, from $20.7 million for the\nthree months ended March 31, 2025. These voyage expenses are effectively\npass-through costs and correspond to a decrease in operating revenues of the\nsame amount.\n\nVessel Operating Expenses. Vessel operating expenses decreased by $1.2\nmillion or 2.6% to $45.8 million for the three months ended March 31, 2026,\nfrom $47.0 million for the three months ended March 31, 2025. Average daily\nvessel operating expenses decreased by $10 per vessel per day, or 0.11%, to\n$9,154 per vessel per day for the three months ended March 31, 2026, compared\nto $9,164 per vessel per day for the three months ended March 31, 2025, mainly\ndriven by lower crewing costs due to vessel disposals and the timing of\nproject related expenses incurred during the three months ended March 31, 2026\ncompared to the three months ended March 31, 2025.\n\nDepreciation and Amortization. Depreciation and amortization decreased by $2.3\nmillion to $31.9 million for the three months ended March 31, 2026, compared\nto $34.2 million for the three months ended March 31, 2025. The decrease is as\na result of the sale of Navigator Gemini, Navigator Saturn, and Happy Falcon,\noffset by the Purchased Vessels during the first quarter of 2025, and\nadditionally Navigator Pluto is fully depreciated for the three months ended\nMarch 31, 2026, compared to a depreciation charge of $1.3 million for the\nthree months ended March 31, 2025. Depreciation and amortization included\namortization of capitalized drydocking costs of $5.5 million for the three\nmonths ended March 31, 2026, and $5.7 million for three months ended March 31,\n2025.\n\nGeneral and Administrative Costs. General and administrative costs increased\nby $2.1 million to $10.3 million for the three months ended March 31, 2026,\ncompared to $8.1 million for the three months ended March 31, 2025. The\nincrease is primarily driven by project-specific legal and professional fees,\nas well as increased office-related expenses.\n\nProfit from Sale of Vessels. Profit from sale of vessels for the three months\nended March 31, 2026, was $12.1 million related to the sales of Navigator\nSaturn and Happy Falcon in January 2026, compared to no sale of vessels for\nthe three months ended March 31, 2025.\n\nUnrealized Gain/Loss on Non-Designated Derivative Instruments. The unrealized\ngain of $1.6 million on non-designated derivative instruments for the three\nmonths ended March 31, 2026 relates to a non-cash fair value gain on interest\nrate swaps that are used to hedge a number of our variable rate secured term\nloan and revolving credit facilities, as a result of increases in forward U.S.\nDollar SOFR interest rates. This is compared to an unrealized loss of $2.3\nmillion for the three months ended March 31, 2025.\n\nInterest Expense. Interest expense decreased by $0.6 million, or 4.5%, to\n$12.1 million for the three months ended March 31, 2026, from $12.7\nmillion for the three months ended March 31, 2025. This is primarily a result\nof a decrease in the average amount of debt outstanding, offset by lower U.S.\ndollar SOFR rates and lower average margins paid by the Company for the three\nmonths ended March 31, 2026, compared to the three months ended March 31,\n2025.\n\nUnrealized Foreign Exchange Loss. The unrealized foreign exchange loss of $0.6\nmillion for the three months ended March 31, 2026, relates to losses on\nforeign currency cash balances held, driven primarily by the Indonesian Rupiah\nweakening against the U.S. dollar during the three months ended March 31,\n2026, compared to an unrealized foreign exchange loss of $1.0 million for the\nthree months ended March 31, 2025.\n\nNet other income. The Company recognized $1.3 million for the three months\nended March 31, 2026 in other income from a third party relating to a claim\nfor damages caused to Navigator Neptune in 2021. The amount is the final\nsettlement and no further amounts in relation to this matter are anticipated,\ncompared to $4.8 million three months ended March 31, 2025 in other income\nfrom a third party relating to a claim and damages caused to Navigator Aries\nin 2016.\n\nIncome Taxes. Income taxes relate to taxes on our subsidiaries and businesses\nincorporated around the world, including those incorporated in the United\nStates of America. Income taxes were an expense of $1.0 million for the three\nmonths ended March 31, 2026, compared to a credit of $0.1 million for the\nthree months ended March 31, 2025, primarily related to movements in current\nand deferred taxes in relation to our equity investment in the Ethylene Export\nTerminal.\n\nShare of Result of Equity Method Investments. The share of the result of the\nCompany’s 50% ownership in the Export Terminal Joint Venture was an income\nof $2.6 million for the three months ended March 31, 2026, compared to a loss\nof $0.9 million for the three months ended March 31, 2025. Volumes exported\nthrough the Ethylene Export Terminal were 300,537 tons for the three months\nended March 31, 2026, compared to 85,553 tons for the three months ended March\n31, 2025.\n\nNon-Controlling Interests. On September 30, 2022, the Company entered into a\njoint venture (the \"Navigator Greater Bay Joint Venture\") with Greater Bay Gas\nCo. Ltd. (\"Greater Bay Gas\"). The Navigator Greater Bay Joint Venture was\nowned 60% by the Company and 40% by Greater Bay Gas. On October 14, 2025, the\nCompany increased its ownership interest in the Navigator Greater Bay Joint\nVenture from 60% to 75.1% through the acquisition of an additional 15.1%\ninterest for total cash consideration of $16.8 million. The Navigator Greater\nBay Joint Venture continues to be accounted for as a consolidated subsidiary\nin our consolidated financial statements, with the proportion owned by Greater\nBay Gas accounted for as a non-controlling interest. Net income attributable\nto Greater Bay Gas of $0.7 million is presented as part of the non-controlling\ninterest in our financial results for the three months ended March 31, 2026,\ncompared to net income attributable of $1.6 million for the three months ended\nMarch 31, 2025.\n\n\n\n Reconciliation of Non-GAAP Financial Measures \n The following table shows a reconciliation of net income to EBITDA and adjusted EBITDA for the three months ended March 31, 2026, and 2025: \n \n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n (in thousands) \n Net income $ 28,723 $ 36,385 \n Net interest expense 11,571 10,987 \n Income taxes (143 ) 1,036 \n Depreciation and amortization 34,186 31,933 \n EBITDA (4) 74,337 80,341 \n Unrealized loss/(gain) on non-designated derivative instruments 2,262 (1,593 ) \n Unrealized foreign exchange loss 991 591 \n Net other income (4,801 ) (1,337 ) \n Profit from sale of vessels — (12,064 ) \n Adjusted EBITDA (4) $ 72,789 $ 65,938 \n\n(4) EBITDA and Adjusted EBITDA are not measurements prepared in accordance\nwith U.S. GAAP. EBITDA represents net income before net interest expense,\nincome taxes, depreciation and amortization. We define Adjusted EBITDA as\nEBITDA before profit/loss on sale of vessel, realized and unrealized gain/loss\non non-designated derivative instruments and unrealized foreign currency\nexchange, write off of deferred financing costs, and other income. Management\nbelieves that EBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to\nStockholders of Navigator Holdings Ltd., Adjusted Basic Earnings per Share and\nAdjusted Diluted Earnings per Share are useful to investors in evaluating the\noperating performance of the Company but they do not represent and should not\nbe considered alternatives to consolidated net income, earnings per share,\ncash generated from operations, or any other GAAP measure.\n\nThe following table shows a reconciliation of net income attributable to\nstockholders of Navigator Holdings Ltd. to adjusted net income attributable to\nstockholders of Navigator Holdings Ltd., for the three months ended March 31,\n2026 and 2025:\n\n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n (in thousands except earnings per share and number of shares) \n Net income attributable to stockholders of Navigator Holdings Ltd. $ 27,036 $ 35,462 \n Unrealized loss /(gain) on non-designated derivative instruments 2,262 (1,593 ) \n Unrealized foreign exchange loss 991 591 \n Net other income (4,801 ) (1,337 ) \n Adjusted net income attributable to stockholders of Navigator Holdings Ltd. (5) $ 25,488 $ 33,123 \n \n Earnings per share attributable to stockholders of Navigator Holdings Ltd. \n Basic $ 0.39 $ 0.55 \n Diluted $ 0.39 $ 0.54 \n \n Adjusted Basic (6) $ 0.37 $ 0.51 \n Adjusted Diluted (6) $ 0.36 $ 0.50 \n \n Basic weighted average number of shares 69,380,259 64,936,248 \n Diluted weighted average number of shares 70,093,465 65,630,318 \n\nDuring the three months ended March 31, 2026, the Company revised its\ndefinition of adjusted net income attributable to stockholders of Navigator\nHoldings Ltd. to no longer exclude profit/loss on sale of vessels. The Company\nbelieves this change provides improved comparability and better reflects the\nCompany’s ongoing process of fleet renewal as business in the ordinary\ncourse. Prior‑period adjusted net income attributable to stockholders of\nNavigator Holdings Ltd. has been recast to conform to the current‑period\npresentation.\n\n(5) Adjusted net income attributable to stockholders of Navigator Holdings\nLtd. is not a measurement prepared in accordance with U.S. GAAP.\nAdjusted net income attributable to stockholders of Navigator Holdings Ltd.\nrepresents net income attributable to stockholders of Navigator Holdings Ltd.\nadjusted to exclude realized and unrealized gain/loss on non-designated\nderivative instruments and unrealized foreign currency exchange, write off of\ndeferred financing costs, and other income. Management believes that EBITDA,\nAdjusted EBITDA, Adjusted Net Income Attributable to Stockholders of Navigator\nHoldings Ltd., Adjusted Basic Earnings per Share and Adjusted Diluted Earnings\nper Share are useful to investors in evaluating the operating performance of\nthe Company but they do not represent and should not be considered\nalternatives to consolidated net income, earnings per share, cash generated\nfrom operations, or any other GAAP measure.\n\n(6) Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share\nare not measurements prepared in accordance with U.S. GAAP.\nAdjusted Basic Earnings per Share represents basic earnings per share adjusted\nto exclude realized and unrealized gain/loss on non-designated derivative\ninstruments and unrealized foreign currency exchange, write off of deferred\nfinancing costs, and other income. Adjusted Diluted Earnings per Share\nrepresents Adjusted Basic Earnings per Share adjusting the weighted average\nnumber of common shares used for calculating Adjusted Basic Earnings per Share\nfor the effects of all potentially dilutive shares. Management believes that\nEBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to Stockholders of\nNavigator Holdings Ltd., Adjusted Basic Earnings per Share and Adjusted\nDiluted Earnings per Share are useful to investors in evaluating the operating\nperformance of the Company but they do not represent and should not be\nconsidered alternatives to consolidated net income, earnings per share, cash\ngenerated from operations, or any other GAAP measure.\n\nLiquidity and Capital Resources\n\nLiquidity and Cash Needs. Our primary sources of funds are cash and cash\nequivalents, cash from operations, undrawn bank borrowings, proceeds from\nvessel sales, and proceeds from bond issuances.\n\nOur primary uses of funds are drydocking and other vessel maintenance\nexpenditures, voyage expenses, vessel operating expenses, general and\nadministrative costs, insurance costs, expenditures incurred in connection\nwith ensuring that our vessels comply with international and regulatory\nstandards, financing expenses and quarterly repayment of bank loans. We also\nexpect to use funds in connection with our Capital Return Policy. In addition,\nour medium-term and long-term liquidity needs relate to debt repayments,\nrepayment of bonds, payments for the Four Ethylene Newbuild Vessels (as\ndefined below), the Ammonia Newbuild Vessels (as defined below) and other\npotential future joint ventures, future vessel newbuilds, related investments,\nand other potential future vessel acquisitions, and or related port or\nterminal projects.\n\nThe Company repaid $28.5 million of the revolving credit portion of its $111.8\nmillion December 2022 Term Loan and Revolving Credit Facility in June 2025 and\n$62.9 million of the revolving credit portion of its $147.6 million August\n2024 Term Loan and Revolving Credit Facility in August 2025, totaling $91.4\nmillion.\n\nAs of March 31, 2026, the Company had unrestricted cash and cash equivalents\nof $150.0 million, restricted cash of $49.6 million, and available but undrawn\ncredit facilities of $91.4 million, providing the Company with total liquidity\nof $291.0 million.\n\nOn April 2, 2026, in light of ongoing geopolitical developments in the Middle\nEast and related market uncertainty, the Company drew $28.5 million of the\nrevolving credit portion of its $111.8 million December 2022 Term Loan and\nRevolving Credit Facility and $62.9 million of the revolving credit portion of\nits $147.6 million August 2024 Term Loan and Revolving Credit Facility,\ntotaling $91.4 million as a precautionary liquidity measure, placing the money\non deposit. The Company continues to monitor market conditions and intends to\nrepay the revolving credit amounts when conditions stabilize, subject to the\navailability of cash and cash equivalents and other capital allocation\nconsiderations.\n\nOur secured term loan facilities and revolving credit facilities contain\ncovenants that require the Company to maintain liquidity of no less than (i)\nup to $50.0 million, as applicable to the relevant loan facility, or (ii) 5%\nof total debt (representing $38.3 million as of March 31, 2026), whichever is\ngreater.\n\nMarch 2026 Senior Secured Term Loan. On March 2, 2026, the Company and certain\nof its subsidiaries entered into a $133.8 million senior secured pre- and\npost-delivery term loan (the “March 2026 Senior Secured Term Loan”) with\nABN AMRO Bank N.V., Credit Agricole Corporate & Investment Bank and, Nordea\nBank Abp, filial i Norge to partially finance the construction across two\ntranches of two of its ethylene newbuild vessels, Navigator Parsec and\nNavigator Pleione, and will use cash on hand to pay the remainder of the\nconstruction costs. The March 2026 Senior Secured Term Loan matures five years\nafter delivery of the second vessel, and the borrowers have the option to\nextend the facility for a further 12 months. The facility is non-amortizing\nfor the pre-delivery period and then each tranche amortizes from each vessel\ndelivery, with a balloon repayment of $100.3 million on the five-year\nmaturity date (if the 12-month extension is not taken). The facility bears\ninterest at a rate of Term SOFR plus 150 basis points. As of March 31, 2026,\nthe facility was partially drawn in the amount of $26.8 million.\n\nThe Company expects to finance the cost of its other two ethylene newbuild\nvessels, Navigator Proxima and Navigator Polaris, and its two ammonia vessels,\nNavigator Amundsen and Navigator Archer, using debt and cash on hand, and the\nCompany is well-progressed with arranging such third-party debt finance,\ntargeting closing in May and June 2026 respectively.\n\nGoing Concern. The Company has a responsibility to evaluate whether conditions\nand/or events raise substantial doubt over its ability to meet its future\nfinancial obligations as they become due within one year after the date that\nthe financial statements are expected to be issued. We believe, given our\ncurrent cash balances, that our financial resources, including the cash\nexpected to be generated within the year, will be sufficient to meet our\nliquidity and working capital needs for at least the next twelve months,\ntaking into account our existing capital commitments and debt service\nrequirements.\n\nFuture Obligations. As of March 31, 2026, the Company had $1,388.4 million\nin outstanding future obligations, which includes principal repayments on\nlong-term debt, including our Bonds, vessels under construction, and office\nlease commitments. Of the total outstanding obligation, $297.8 million falls\ndue within the twelve months ending March 31, 2027, and the balance of\n$1,090.6 million falls due after March 31, 2027.\n\nCapital Expenditures\n\nOn August 23, 2024, the Company entered into contracts to build the two new\n48,500 cubic meter capacity liquefied ethylene gas carriers with Jiangnan\nShipyard (Group) Co., Ltd. and China Shipbuilding Trading Co. Ltd., in China\n(the \"Original Newbuild Vessels\"). As part of the agreements then made, the\nCompany held an option to build two additional vessels of the same\nspecification and price (the \"Additional Newbuild Vessels\" and, together with\nthe Original Newbuild Vessels, the \"Four Ethylene Newbuild Vessels\"). On\nNovember 21, 2024, the Company exercised the option and entered into contracts\nto build the Additional Newbuild Vessels. The Four Ethylene Newbuild Vessels\nare scheduled to be delivered to the Company in March 2027, July 2027,\nNovember 2027 and January 2028 respectively, at an average shipyard price of\n$102.9 million per vessel. The Four Ethylene Newbuild Vessels will be able to\ncarry a wide variety of gas products, ranging from complex petrochemical\ngases, including ethylene and ethane, to LPG and clean ammonia. Additionally,\nthe Four Ethylene Newbuild Vessels will be fitted with dual-fuel engines for\nethane, a low-carbon intensity transitional fuel, and made retrofit-ready for\nusing ammonia as a fuel in the future, and they will be capable of transiting\nthrough both the former and the new Panama Canal locks, providing enhanced\nflexibility.\n\nOn July 17, 2025, the Company announced that it had entered into a joint\nventure agreement with Amon Gas. The Amon Joint Venture intends to acquire two\nnewbuild 51,530 cubic-meter capacity ammonia-fueled, ice-class, liquefied\nammonia carriers, which will also be capable of carrying liquefied petroleum\ngas. On December 31, 2025, the Company owned 61% of the Amon Joint Venture,\nand Amon Gas owned 39%. Under the terms and conditions of the investment, the\nCompany expects to own 79.5% of the Amon Joint Venture and Amon Gas expects to\nown 20.5% when the vessels are delivered in 2028. The Amon Joint Venture has\nentered into contracts with Nantong CIMC Sinopacific Offshore & Engineering\nCo., Ltd. to build the Two Ammonia Newbuild Vessels, with deliveries scheduled\nto take place in June and October 2028 respectively, at an average yard price\nof $87 million per vessel. Once delivered, subject to customary conditions,\neach of the Two Ammonia Newbuild Vessels is expected to be operated by the\nAmon Joint Venture pursuant to a five-year time charter with Yara Clean\nAmmonia.\n\nCash Flows\n\nThe following table summarizes our cash, cash equivalents and restricted cash\nprovided by/(used in) operating, investing and financing activities for the\nthree months ended March 31, 2026 and 2025:\n\n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n (in thousands) \n Net cash provided by operating activities $ 63,305 $ 41,816 \n Net cash (used in)/provided by investing activities (107,557 ) 23,910 \n Net cash provided by/(used in) financing activities 44,464 (70,400 ) \n Effect of exchange rate changes on cash, cash equivalents and restricted cash (991 ) (591 ) \n Net decrease in cash, cash equivalents and restricted cash $ (779 ) $ (5,265 ) \n\nNet Cash Provided by Operating Activities. Net cash provided by operating\nactivities for the three months ended March 31, 2026, decreased to $41.8\nmillion, from $63.3 million for the three months ended March 31, 2025, a\ndecrease of $21.5 million. Net income increased by $7.0 million to $36.4\nmillion for the three months ended March 31, 2026, after adjusting for\nnon‑cash items, including unrealized losses on non‑designated derivative\ninstruments and our share of results from equity method investments. However,\nthis improvement in earnings was offset by a net decrease in working capital\nof $10.5 million during the period, driven primarily by increases in\naccounts receivable, insurance claim receivables, other current assets,\naccounts payable and accrued liabilities. This compared to an increase in net\nincome of $3.8 million for the three months ended March 31, 2025 and an\nincrease in working capital of $7.9 million during the three months ended\nMarch 31, 2025.\n\nNet cash flow from operating activities principally depends upon charter rates\nattainable, fleet utilization, fluctuations in working capital balances,\noperating expenditures, repairs and maintenance activity, the amount and\nduration of drydocks, and changes in foreign currency rates.\n\nWe are required to drydock each vessel once every five years until it reaches\n15 years of age, after which we drydock vessels approximately every two and a\nhalf years. Drydocking each vessel, including travelling to and from the\ndrydock, takes approximately 20-30 days in total. Drydocking days generally\ninclude approximately 5-10 days of voyage time to and from the drydocking\nshipyard and approximately 15-20 days of actual drydocking time. Three of our\nvessels completed their respective drydockings during the three months ended\nMarch 31, 2026.\n\nWe estimate the current cost of a five-year drydocking for one of our vessels\nto be approximately $1.5 million, a ten-year drydocking cost to be\napproximately $1.7 million, and the 15-year and 17-year drydocking costs to be\napproximately $2.0 million each (including the cost of classification society\nsurveys). As our vessels age and our fleet expands, our drydocking expenses\nwill increase. Ongoing costs for compliance with environmental regulations are\nprimarily included as part of drydocking, such as the requirement to install\nballast water treatment plants, and classification society survey costs, with\na balance included as a component of our operating expenses.\n\nCash Used in/Provided by Investing Activities. Net cash provided by investing\nactivities was $23.9 million for the three months ended March 31, 2026,\nprimarily related to $20.0 million of proceeds from the sale of Navigator\nSaturn and Happy Falcon, and distributions from our investment in the Ethylene\nExport Terminal of $4.8 million.\n\nNet cash used in investing activities was $107.6 million for the three months\nended March 31, 2025, primarily related to contributions to our investment in\nthe Terminal Expansion Project of $4.0 million, $20.6 million as payments\nfor our Four Ethylene Newbuild Vessels under construction, and $83.7 million\nfor the purchase of the Purchased Vessels.\n\nCash Provided by/Used in Financing Activities. Net cash used in financing\nactivities was $70.4 million for the three months ended March 31, 2026,\nprimarily as a result of the Company's purchase of 3,500,000 shares of common\nstock from BW Group Limited and other share repurchase programs of\n$62.2 million, $29.3 million of scheduled quarterly debt and revolving\ncredit facility repayments, and quarterly dividend payments of $4.3 million.\nThese outflows were partially offset by a $26.8 million drawdown from our\nMarch 2026 Senior Secured Term Loan.\n\nNet cash provided by financing activities was $44.5 million for the three\nmonths ended March 31, 2025, primarily as a result of the drawdown of the\nFebruary 2025 Secured Term Loan of $74.6 million, offset by scheduled debt\nfacility repayments totaling $26.3 million, and $1.9 million of share\nrepurchases under our Return of Capital policy.\n\nSecured Term Loan Facilities, Revolving Credit Facilities, and Terminal\nFacility\n\nGeneral. Navigator Gas LLC., our wholly-owned subsidiary, and certain of our\nvessel-owning subsidiaries have entered into various secured term loan\nfacilities and revolving credit facilities as summarized in the table below.\nFor additional information regarding our secured term loan facilities and\nrevolving credit facilities, please read “Item 5—Operating and Financial\nReview and Prospects—B. Liquidity and Capital Resources—Secured Term Loan\nFacilities and Revolving Credit Facilities” in the Company's 2025 Annual\nReport.\n\nThe table below summarizes our facilities as of March 31, 2026: \n\n Facility agreement Original Principal Undrawn Interest rate Facility maturity date \n facility amount RCF \n amount outstanding component \n (in millions) \n August 2021 Loan Agreement 67.0 29.1 — Fixed 378 BPS June 2026 \n February 2025 Secured Term Loan 74.6 74.6 — Term SOFR + 180 BPS August 2026/ February 2028 (7) \n October 2013 DB Credit Facility A 57.7 6.0 — Comp SOFR + 247 BPS April 2027 \n December 2022 Secured Term loan and RCF 111.8 39.4 28.5 Term SOFR + 209 BPS September 2028 \n July 2015 DB Credit Facility B 60.9 14.0 — Comp SOFR + 247 BPS December 2028 \n July 2015 Santander Credit Facility B 55.8 14.0 — Comp SOFR + 247 BPS January 2029 \n March 2023 Secured Term Loan 200.0 100.2 — Comp SOFR + 205 BPS March 2029 \n December 2022 Secured Term Loan 151.3 117.1 — Term SOFR + 220 BPS December 2029 \n August 2024 Secured Term Loan and RCF 147.6 64.5 62.9 Term SOFR + 190 BPS August 2030 \n May 2025 Secured Term Loan and RCF 300.0 280.0 — Term SOFR + 170 BPS May 2031 \n March 2026 Senior Secured Term Loan 133.8 26.8 — Term SOFR + 150 BPS January 2033 \n Total $ 1,360.5 $ 765.7 $ 91.4 (8) \n\nMarch 2026 Senior Secured Term Loan. On March 2, 2026, the Company and certain\nof its subsidiaries entered into a $133.8 million senior secured pre- and\npost-delivery term loan (the “March 2026 Senior Secured Term Loan”) with\nABN AMRO Bank N.V., Credit Agricole Corporate & Investment Bank and, Nordea\nBank Abp, filial i Norge to partially finance the construction across two\ntranches of two of its ethylene newbuild vessels, Navigator Parsec and\nNavigator Pleione, and will use cash on hand to pay the remainder of the\nconstruction costs. The March 2026 Senior Secured Term Loan matures five years\nafter delivery of the second vessel, and the borrowers have the option to\nextend the facility for a further 12 months. The facility is non-amortizing\nfor the pre-delivery period and then each tranche amortizes from each vessel\ndelivery, with a balloon repayment of $100.3 million on the five-year\nmaturity date (if the 12-month extension is not taken). The facility bears\ninterest at a rate of Term SOFR plus 150 basis points. As of March 31, 2026,\nthe facility was partially drawn in the amount of $26.8 million.\n\nLoan Facility Covenants. There are certain financial covenants within each of\nthe Company’s secured loan facilities that are typical for transactions of\nthis types. These covenants include:\n\n(7) The February 2025 Secured Term Loan facility matures in August, 2026,\nhowever the borrower has an option to extend the facility for a further 18\nmonths on payment of a $25 million partial bullet repayment, which if paid\nwould extend the maturity date from August 2026 to February 2028. \n(8) On April 2, 2026, in light of ongoing geopolitical developments in the\nMiddle East and related market uncertainty, the Company drew $28.5 million of\nthe revolving credit portion of its $111.8 million December 2022 Term Loan and\nRevolving Credit Facility and $62.9 million of the revolving credit portion of\nits $147.6 million August 2024 Term Loan and Revolving Credit Facility,\ntotaling $91.4 million as a precautionary liquidity measure, placing the money\non deposit. The Company continues to monitor market conditions and intends to\nrepay the revolving credit amounts when conditions stabilize, subject to the\navailability of cash and cash equivalents and other capital allocation\nconsiderations.\n* maintenance at all times of a minimum balance of cash and cash equivalents\nof up to the greater of $50 million and 5% of the total indebtedness;\n* maintenance of the ratio of value adjusted total stockholders’ equity to\nvalue adjusted total assets of not less than 30%;\n* that the aggregate fair market value of the collateral vessels be no less\nthan 110% of the aggregate amount outstanding under the relevant facility.\nRestrictive Covenants. The secured loan facilities provide that the borrowers\nmay not declare or pay dividends to shareholders out of operating revenue\ngenerated by the vessels securing the indebtedness if an event of default has\noccurred and is continuing. The secured term loan facilities and revolving\ncredit facilities also typically limit the borrowers from, among other things,\nincurring further indebtedness or entering into mergers and divestitures. The\nsecured facilities also contain general covenants that require the borrowers\nto maintain adequate insurance coverage and to maintain the vessels, and\ninclude customary events of default including those relating to a failure to\npay principal or interest, a breach of covenant, representation or warranty, a\ncross-default to other indebtedness, or non-compliance with security\ndocuments.\n\nBorrowers are required to deliver quarterly compliance certificates, which are\nprovided on a semi-annual basis on June 30 and December 31, including\nproviding average valuations of the vessels securing the applicable facility\nfrom two independent ship brokers. Upon delivery of the valuations, if the\nmarket value of the collateral vessels is less than 110% to 135% of the\noutstanding indebtedness under the applicable facilities, the borrowers must\neither provide additional collateral or repay any amount in excess of 110% to\n135% of the market value of the collateral vessels, as applicable. As of\nMarch 31, 2026, the Company considers that it was in full compliance with all\nsuch covenants under all of its facilities.\n\nCritical Accounting Estimates\n\nWe prepare our consolidated financial statements in accordance with U.S. GAAP,\nwhich requires us to make estimates in the application of our accounting\npolicies based on our best assumptions, judgments and opinions. On a regular\nbasis, management reviews the accounting policies, assumptions, estimates and\njudgments to ensure that our consolidated financial statements are presented\nfairly and in accordance with U.S. GAAP. However, because future events and\ntheir effects cannot be determined with certainty, actual results could differ\nfrom our assumptions and estimates, and such differences could be material.\nFor a description of our material accounting policies, please read Note\n\"2—Summary of Significant Accounting Policies\" to the Company's 2025 Annual\nReport.\n\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\n\nWe are exposed to market risk from changes in interest rates and foreign\ncurrency fluctuations, as well as inflation. We use interest rate swaps to\nmanage some of our interest rate risks. We do not use interest rate swaps or\nany other financial instruments for trading or speculative purposes.\n\nInterest Rate Risk. We are exposed to the impact of interest rate changes\nthrough borrowings that require us to make interest payments based on SOFR. We\nare party to a fixed-rate unsecured bond and our wholly-owned subsidiaries and\ncertain of our vessel-owning subsidiaries are party to secured term loans and\nrevolving credit facilities that bear interest at rates of SOFR plus margins\nof between 150 and 326 basis points. At March 31, 2026, $508.4 million of\nour outstanding debt (including our bond and excluding deferred finance costs)\nhad fixed rates or was hedged using interest rate swaps and therefore is not\nexposed to changes in interest rate movements, whereas $397.0 million\n(excluding deferred finance costs) was not hedged and is therefore subject to\nvariable interest rates. Based on this, a hypothetical increase in SOFR of 100\nbasis points would, all other things being equal, result in $4.0 million of\nadditional annual interest expense on our indebtedness outstanding as of\nMarch 31, 2026.\n\nWe use interest rate swaps to reduce our exposure to market risk from changes\nin interest rates. The principal objective of these contracts is to minimize\nthe risks and costs associated with our floating-rate debt. The Company is\nexposed to the risk of credit loss in the event of non-performance by the\ncounterparty to the interest rate swap agreements.\n\nForeign Currency Exchange Rate Risk. Our primary economic environment is the\ninternational shipping market. This market utilizes the U.S. Dollar as its\nfunctional currency. Consequently, most of our revenue is generated in U.S.\nDollars. Our expenses are in the currency invoiced by each supplier, and we\nremit funds in various currencies. We incur some vessel operating expenses and\ngeneral and administrative costs in foreign currencies, primarily Euros, Pound\nSterling, Danish Kroner, and Polish Zloty, and therefore there is a\ntransactional risk that currency fluctuations could have a negative effect on\nour cash flows and financial condition. We have not entered into any\nderivative contracts to mitigate our exposure to foreign currency exchange\nrate risk as of March 31, 2026.\n\nInflation. We are exposed to increases in operating costs arising from vessel\noperations, including crewing, vessel repair costs, drydocking costs,\ninsurance and fuel prices as well as from general inflation, and we are\nsubject to fluctuations as a result of general market forces. Increases in\nbunker costs could have a material effect on our future operations if the\nnumber and duration of our voyage charters or contracts of affreightment\n(\"COAs\") increase. In the case of the 47 vessels owned and commercially\nmanaged by us as of March 31, 2026, 32 were employed on time charter and as\nsuch it is the charterers who pay for the fuel on those vessels. If our\nvessels are employed under voyage charters or COAs, freight rates are\ngenerally sensitive to the price of fuel however a sharp rise in bunker prices\nmay have a temporary negative effect on our results as, typically, freight\nrates do not adjust immediately, unless the charter contract includes a bunker\nadjustment clause.\n\nCredit Risk. We may be exposed to credit risks in relation to vessel\nemployment, and at times we may have multiple vessels employed by the same\ncharterer. We consider and evaluate the concentration of credit risk and\nperform ongoing evaluations of these charterers. At March 31, 2026, five of\nour vessels were employed by the same charterer, resulting in a concentration\nof credit exposure with that counterparty, which we actively monitor as part\nof our ongoing credit risk assessment. We invest our surplus funds with\nreputable financial institutions, and as of March 31, 2026, all such deposits\nhad maturities of no more than three months.\n\n UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS \n \n Condensed Consolidated Statements of Operations \n (Unaudited) \n \n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n (in thousands except share and per share data) \n Revenue \n Operating revenues $ 139,903 $ 129,837 \n Operating revenues – Unigas Pool 11,504 10,782 \n Total operating revenues 151,407 140,619 \n Expenses \n Brokerage commission 1,915 1,814 \n Voyage expenses 20,661 19,398 \n Vessel operating expenses 47,014 45,814 \n Depreciation and amortization 34,186 31,933 \n General and administrative costs 8,124 10,251 \n Profit from sale of vessels — (12,064 ) \n Total net operating expenses 111,900 97,146 \n Operating income 39,507 43,473 \n Other income/(expenses) \n Unrealized (loss)/gain on non-designated derivative instruments (2,262 ) 1,593 \n Interest expense (12,692 ) (12,115 ) \n Interest income 1,121 1,128 \n Unrealized foreign exchange loss (991 ) (591 ) \n Other income 4,801 1,337 \n Income before taxes and share of result of equity method investments 29,484 34,825 \n Income taxes 143 (1,036 ) \n Share of result of equity method investments (904 ) 2,596 \n Net income 28,723 36,385 \n Net income attributable to non-controlling interest (1,687 ) (923 ) \n Net Income attributable to stockholders of Navigator Holdings Ltd. $ 27,036 $ 35,462 \n \n Earnings per share attributable to stockholders of Navigator Holdings Ltd.: \n Basic: $ 0.39 $ 0.55 \n Diluted: $ 0.39 $ 0.54 \n Weighted average number of shares outstanding in the period: \n Basic: 69,380,259 64,936,248 \n Diluted: 70,093,465 65,630,318 \n\n\n\n Condensed Consolidated Statements of Comprehensive Income \n (Unaudited) \n \n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n (in thousands) \n Net income $ 28,723 $ 36,385 \n Other comprehensive income: \n Foreign currency translation gain 394 (313 ) \n Total comprehensive income $ 29,117 $ 36,072 \n \n Total comprehensive income attributable to: \n Stockholders of Navigator Holdings Ltd. $ 27,430 $ 35,149 \n Non-controlling interest 1,687 923 \n Total comprehensive income $ 29,117 $ 36,072 \n\n\n\n Condensed Consolidated Balance Sheet \n (Unaudited) \n \n As at December 31, 2025 As at March 31, 2026 \n (in thousands, except share data) \n Assets \n Current assets \n Cash and cash equivalents $ 154,950 $ 150,023 \n Restricted cash 49,921 49,583 \n Accounts receivable, net of allowance for credit losses 34,808 42,999 \n Accrued income 7,832 9,584 \n Prepaid expenses and other current assets 19,466 20,991 \n Bunkers and other inventory 15,412 14,188 \n Insurance receivable 6,520 11,030 \n Amounts due from related parties 6,542 7,620 \n Total current assets 295,451 306,018 \n \n Non-current assets \n Vessels, net 1,601,045 1,561,089 \n Vessels under construction 115,321 117,601 \n Assets held for sale 7,761 15,231 \n Property, plant and equipment, net 302 273 \n Intangible assets, net of accumulated amortization 360 314 \n Equity method investments 247,935 245,741 \n Derivative assets 1,372 1,091 \n Right-of-use asset 1,282 4,400 \n Other non-current assets 8,285 8,285 \n Total non-current assets 1,983,663 1,954,025 \n Total Assets $ 2,279,114 $ 2,260,043 \n \n Liabilities and Stockholders’ Equity \n Current liabilities \n Current portion of secured term loan facilities, net of deferred financing costs $ 168,066 $ 170,943 \n Current portion of operating lease liabilities 1,203 947 \n Accounts payable 12,641 12,079 \n Accrued expenses and other liabilities 35,450 42,940 \n Accrued interest 4,084 6,201 \n Deferred income 27,283 30,819 \n Derivative liability 2,219 345 \n Total current liabilities 250,946 264,274 \n \n Non-current liabilities \n Secured term loan facilities and revolving credit facilities, net of current portion and deferred financing costs 593,960 587,818 \n Senior unsecured bond, net of deferred financing costs 138,183 138,302 \n Operating lease liabilities, net of current portion 1,636 4,956 \n Deferred income 18,000 18,000 \n Deferred tax liabilities 19,648 19,983 \n Total non-current liabilities 771,427 769,059 \n Total liabilities 1,022,373 1,033,333 \n Commitments and contingencies \n Stockholders’ Equity \n Common stock—$0.01 par value per share; 400,000,000 shares authorized; 61,699,971 shares issued and outstanding at March 31, 2026 (December 31, 2025: 65,250,444) 653 618 \n Additional paid-in capital 799,433 799,877 \n Accumulated other comprehensive loss (408 ) (721 ) \n Retained earnings 427,162 396,112 \n Total Navigator Holdings Ltd. Stockholders’ Equity 1,226,840 1,195,886 \n Non-controlling interest 29,901 30,824 \n Total equity 1,256,741 1,226,710 \n Total Liabilities and Stockholders’ Equity $ 2,279,114 $ 2,260,043 \n\n\n\n Condensed Consolidated Statements of Stockholders’ Equity \n (Unaudited) \n For the Three Months Ended March 31, 2026: \n (in thousands, except Common stock data) \n Common stock \n Number of shares Amount $0.01 par value Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Non-Controlling Interest Total \n January 1, 2026 65,250,444 $ 653 $ 799,433 $ (408 ) $ 427,162 $ 29,901 $ 1,256,741 \n Restricted shares issued — — — — — — — \n Unrestricted shares issued — — — — — — — \n Net income — — — — 35,462 923 36,385 \n Foreign currency translation — — — (313 ) — — (313 ) \n Dividend paid — — — — (4,319 ) — (4,319 ) \n Repurchase of common stock (3,550,473 ) (35 ) — — (62,193 ) — (62,228 ) \n Share-based compensation plan — — 444 — — — 444 \n March 31, 2026 61,699,971 $ 618 $ 799,877 $ (721 ) $ 396,112 $ 30,824 $ 1,226,710 \n\n\n\n\n\n For the Three Months Ended March 31, 2025: \n (in thousands, except share data) \n Common stock \n Number of shares Amount $0.01 par value Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Non-Controlling Interest Total \n January 1, 2025 69,397,648 $ 695 $ 800,800 $ (548 ) $ 404,522 $ 40,895 $ 1,246,364 \n Restricted shares issued — — — — — — — \n Unrestricted shares issued 243 — — — — — — \n Net income — — — — 27,036 1,687 28,723 \n Foreign currency translation — — — 394 — — 394 \n Dividend declared — — — — (3,463 ) (1,600 ) (5,063 ) \n Repurchase of common stock (136,295 ) (1 ) — — (1,930 ) — (1,931 ) \n Share-based compensation plan — — 352 — — — 352 \n March 31, 2025 69,261,596 $ 694 $ 801,152 $ (154 ) $ 426,165 $ 40,982 $ 1,268,839 \n\n\n\n\n\n See accompanying notes to condensed unaudited consolidated financial statements. \n \n Condensed Consolidated Statements of Cash Flows \n (Unaudited) \n \n Three months ended March 31, 2025 Three months ended March 31, 2026 \n (in thousands) \n Cash flows from operating activities \n Net income $ 28,723 $ 36,385 \n Adjustments to reconcile net income to net cash provided by operating activities \n Unrealized loss/(gain) on non-designated derivative instruments 2,262 (1,593 ) \n Depreciation and amortization 34,186 31,933 \n Payment of drydocking costs (4,202 ) (7,090 ) \n Profit from sale of vessels — (12,064 ) \n Share-based compensation expense 352 444 \n Amortization of deferred financing costs 790 776 \n Share of results of equity method investments 904 (2,596 ) \n Deferred taxes (490 ) 335 \n Repayments under operating lease obligations (397 ) (400 ) \n Net other income (4,801 ) (1,337 ) \n Other unrealized foreign exchange loss/(gain) 781 274 \n Changes in operating assets and liabilities \n Accounts receivable (3,870 ) (8,191 ) \n Insurance claims receivables (2,662 ) (4,510 ) \n Bunkers and lubricant oils (1,778 ) 1,224 \n Accrued income, prepaid expenses and other current assets (2,907 ) (3,277 ) \n Accounts payable, accrued interest, accrued expenses and other liabilities 15,304 12,581 \n Amounts from related parties 1,110 (1,078 ) \n Net cash provided by operating activities 63,305 41,816 \n Cash flows from investing activities \n Additions to vessels and equipment (83,741 ) (44 ) \n Additions to vessels under construction (20,580 ) (794 ) \n Contributions to equity method investments (4,000 ) — \n Distributions from equity method investments — 4,790 \n Investment in preferred securities (1,250 ) — \n Net proceeds from sale of vessels — 19,958 \n Insurance recoveries 2,014 — \n Net cash (used in)/provided by investing activities (107,557 ) 23,910 \n Cash flows from financing activities \n Proceeds from secured term loan facilities and revolving credit facilities 74,600 26,754 \n Direct financing cost of secured term loan and revolving credit facilities and unsecured bonds (261 ) (1,338 ) \n Repurchase of share capital (1,931 ) (62,228 ) \n Repayment of secured term loan facilities and revolving credit facilities (26,344 ) (29,269 ) \n Dividend paid to non-controlling interest (1,600 ) — \n Dividends paid — (4,319 ) \n Net cash provided by/(used in) financing activities 44,464 (70,400 ) \n Effect of exchange rate changes on cash, cash equivalents and restricted cash (991 ) (591 ) \n Net decrease in cash, cash equivalents and restricted cash (779 ) (5,265 ) \n Cash, cash equivalents and restricted cash at beginning of period 139,797 204,871 \n Cash, cash equivalents and restricted cash at end of period $ 139,018 $ 199,606 \n \n Supplemental Information \n Total interest paid during the period, net of amounts capitalized $ 10,488 $ 10,729 \n Total tax paid during the period 451 317 \n Cash, cash equivalents 91,032 150,023 \n Restricted cash 47,986 49,583 \n Cash, cash equivalents and restricted cash $ 139,018 $ 199,606 \n\nSee accompanying notes to condensed unaudited consolidated financial\nstatements.\n\nNotes to the Condensed Consolidated Financial Statements (Unaudited)\n\n1. General Information and Basis of Presentation\n\nGeneral Information\n\nNavigator Holdings Ltd. (the “Company”), the ultimate parent company of\nthe Navigator Group of companies, is registered in the Republic of the\nMarshall Islands. The Company has a core business of owning and operating a\nfleet of liquefied gas carriers. As of March 31, 2026, the Company owned and\noperated 55 gas carriers (the “Vessels”), each having a cargo capacity of\nbetween 3,770 cbm and 38,000 cbm, of which 27 were ethylene and ethane-capable\nvessels.\n\nThe Company entered into a joint venture (the “Navigator Greater Bay Joint\nVenture”) with Greater Bay Gas Co. Ltd. (“Greater Bay Gas”) in September\n2022, which joint venture entity acquired two 17,000 cbm, 2018-built\nethylene-capable liquefied gas carriers, and three 22,000 cbm, 2019-built\nethylene-capable liquefied gas carriers.\n\nThe Company entered into a joint venture (the “Amon Joint Venture”) with\nAmon Gas Holdings AS (\"Amon Gas\") in July 2025. The Amon Joint Venture has\nentered into contracts with Nantong CIMC Sinopacific Offshore & Engineering\nCo., Ltd., to build two 51,530 cubic meter capacity ammonia-fueled liquefied\nammonia carriers (the “Ammonia Newbuild Vessels”), which will also be\ncapable of carrying liquefied petroleum gas. Deliveries for the Ammonia\nNewbuild Vessels are scheduled to take place in June and October 2028\nrespectively, at an average yard price of $87 million per vessel. At\nMarch 31, 2026, the Company owned 61% of the Amon Joint Venture, and Amon Gas\nowned 39%, which is consolidated in our consolidated financial statements.\nUnder the terms and conditions of the investment, the Company expects to own\n79.5% of the Amon Joint Venture and Amon Gas expects to own 20.5% upon\ndelivery of the vessels in 2028.\n\nThe Company owns a 50% share, through a joint venture with Enterprise Products\nPartners (the “Export Terminal Joint Venture”), of an ethylene export\nmarine terminal at Morgan’s Point, Texas on the Houston Ship Channel (the\n“Ethylene Export Terminal”), which has the capacity to export at least\n1.55 million tons of ethylene per year.\n\nUnless the context otherwise requires, all references in the consolidated\nfinancial statements to “our”,” we” and “us” refer to the Company.\n\nBasis of Presentation\n\nThese unaudited interim condensed consolidated financial statements have been\nprepared in accordance with accounting principles generally accepted in the\nUnited States of America (“U.S. GAAP”) for interim financial information\nand related Securities and Exchange Commission (“SEC”) rules for interim\nfinancial reporting. Accordingly, they do not include all of the information\nand footnotes required by U.S. GAAP for complete financial statements. In our\nopinion, all adjustments consisting of normal recurring items, necessary for a\nfair statement of financial position, operating results and cash flows have\nbeen included in the unaudited interim condensed consolidated financial\nstatements and related notes. The unaudited interim condensed consolidated\nfinancial statements and related notes should be read in conjunction with the\naudited consolidated financial statements and related notes for the year ended\nDecember 31, 2025, included in our Annual Report on Form 20-F filed with the\nSEC on March 12, 2026 (the “2025 Annual Report”). The year-end condensed\nbalance sheet data was derived from the audited financial statements but does\nnot include all disclosures required by accounting principles generally\naccepted in the United States of America. The results for the three months\nended March 31, 2026, are subject to seasonal and other fluctuations and are\nnot necessarily indicative of results for the year ending December 31, 2026,\nor any other future periods.\n\nThe accompanying unaudited condensed consolidated financial statements include\nthe accounts of the Company, its subsidiaries and variable interest entities\n(“VIE”) for which the Company is a primary beneficiary (please read Note\n14. Variable Interest Entities for additional information). All intercompany\naccounts and transactions have been eliminated on consolidation. References to\njoint venture include all operations under joint arrangements for accounting\npurposes.\n\nManagement has evaluated the Company’s ability to continue as a going\nconcern and considered the conditions and events that could give rise to\nsubstantial doubt about the Company’s ability to continue as a going concern\nwithin 12 months after the financial statements are issued. As part of the\nevaluation, and among other things, management has considered the following:\n* our current financial condition and liquidity sources, including current\nfunds available and forecasted future cash flows; and\n* the severity and duration of any world events and armed conflicts, including\nthe Russian-Ukrainian war, conflicts in the Israel-Gaza region and the broader\nconflict in the Middle East involving Iran and other nations, and associated\nrepercussions to supply and demand for oil and gas and the global economy\ngenerally, as well as possible effects of trade disruptions and trade tariffs;\nFollowing the evaluation, Management has determined that it is appropriate to\ncontinue to adopt the going concern basis in preparing the financial\nstatements.\n\nA discussion of the Company’s significant accounting policies can be found\nin the Company’s consolidated financial statements included in the Company's\n2025 Annual Report. There have been no material changes to these policies in\nthe three months ended March 31, 2026.\n\nRecent Accounting Pronouncements\n\nNew accounting standards issued as of March 31, 2026, may affect future\nreporting by Navigator Holdings Ltd. The Company's 2025 Annual Report contains\na list of such accounting pronouncements that may be relevant in the future\nand no new material accounting pronouncements were announced during the three\nmonths ended March 31, 2026 and through the date of this filing. The impact of\nthese pronouncements on the Company's financial reporting was assessed and the\nCompany concluded that no material impact for current and future reporting\nperiods is expected.\n\n2. Operating Revenues\n\nThe following table discloses operating revenues by contract type for the\nthree months ended March 31, 2026, and 2025:\n\n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n (in thousands) \n Time charters $ 87,184 $ 81,423 \n Voyage charters 52,719 48,414 \n Operating revenues from Unigas Pool 11,504 10,782 \n Total operating revenues $ 151,407 $ 140,619 \n\nTime Charter Revenue\n\nAs of March 31, 2026, 32 of the Company’s 47 operated vessels (excluding\nthe eight vessels operating within the independently managed Unigas Pool) were\nsubject to time charters, 22 of which will expire within one year, 6 of which\nwere to expire within three years, and 4 of which will expire within six years\nfrom the balance sheet date (December 31, 2025: 29 of the Company’s 49\noperated vessels were subject to time charters, 19 of which were to expire\nwithin one year, seven of which were to expire within three years, and three\nof which were to expire within five years). The estimated undiscounted cash\nflows for committed time charter revenues that are expected to be received on\nan annual basis for ongoing time charters, as of March 31, 2026, are as\nfollows:\n\n (in thousands of U.S. dollars) \n Within 1 year $ 195,966 \n In the second year 69,932 \n In the third year 53,997 \n In the fourth year 19,308 \n Thereafter $ 22,274 \n $ 361,477 \n\nFor time charter revenue accounted for under ASC 842, the amount of accrued\nincome on the Company’s unaudited condensed consolidated balance sheet as of\nMarch 31, 2026, was $1.4 million (December 31, 2025: $1.5 million). The\namount of hire payments received in advance under time charter contracts,\nrecognized as a liability and reflected within deferred income on the\nCompany’s unaudited condensed consolidated balance sheet as of March 31,\n2026, was $30.5 million (December 31, 2025: $27.2 million). Deferred income\nallocated to time charters will be recognized ratably over time, which is\nexpected to be within one month from March 31, 2026.\n\nVoyage Charter Revenue\n\nVoyage charter revenue, which includes revenue from contracts of\naffreightment, is shown net of address commissions.\n\nAs of March 31, 2026, for voyage charter and contract of affreightment\nservices accounted for under ASC 606, the amount of contract assets reflected\nwithin accrued income on the Company’s unaudited condensed consolidated\nbalance sheet was $5.5 million (December 31, 2025: $3.2 million). Changes\nin the contract asset balance between balance sheet dates reflects income\naccrued after loading of the cargo commences but before an invoice has been\nraised to the charterer, as well as changes in the number of the Company’s\nvessels contracted under voyage charters or contracts of affreightment.\n\nThe period opening and closing balance of receivables from voyage charters,\nincluding contracts of affreightment, was $14.1 million and $16.0 million,\nrespectively, as of March 31, 2026 (December 31, 2025: $19.5 million and\n$14.1 million, respectively) and is reflected within net accounts receivable\non the Company’s unaudited condensed consolidated balance sheet.\n\nThe amount allocated to costs incurred to fulfill a contract with a charterer,\nwhich are costs incurred following the commencement of a contract or charter\nparty but before the loading of the cargo commences, was $2.1 million as of\nMarch 31, 2026 (December 31, 2025: $0.9 million) and is reflected within\nprepaid expenses and other current assets on the Company’s unaudited\ncondensed consolidated balance sheet.\n\n3. Vessels\n\n Vessels Drydocking Total \n (in thousands) \n Cost \n January 1, 2026 $ 2,396,180 $ 95,625 $ 2,491,805 \n Additions 44 7,090 7,134 \n Transfer to assets held for sale (36,141 ) (3,365 ) (39,506 ) \n Write-offs of fully amortized assets (444 ) (3,569 ) (4,013 ) \n March 31, 2026 2,359,639 95,781 2,455,420 \n \n Accumulated Depreciation \n January 1, 2026 838,992 51,768 890,760 \n Charge for the period 25,955 5,904 31,859 \n Transfer to assets held for sale (22,057 ) (2,218 ) (24,275 ) \n Write-offs of fully amortized assets (444 ) (3,569 ) (4,013 ) \n March 31, 2026 842,446 51,885 894,331 \n \n Net Book Value \n December 31, 2025 1,557,188 43,857 1,601,045 \n March 31, 2026 $ 1,517,193 $ 43,896 $ 1,561,089 \n\nNavigator Pegasus, a 2009-built 22,200 cbm semi-refrigerated handysize gas\ncarrier, was held for sale at March 31, 2026, and was subsequently sold to a\nthird party and delivered on April 17, 2026, for net proceeds of $30.5\nmillion, generating a profit on sale of approximately $15.2 million.\n\nThe cost and net book value as of March 31, 2026, of the 32 vessels that were\ncontracted under time charter arrangements (please read Note 2—Operating\nRevenues for additional information) were $1,688 million and $1,037 million,\nrespectively (December 31, 2025: $1,539 million and $974 million,\nrespectively, for 29 vessels contracted under time charters).\n\nThe net book value of vessels that serve as collateral for the Company’s\nsecured term loan and revolving credit facilities (please read Note 7. Secured\nTerm Loan Facilities and Revolving Credit Facilities, for additional\ninformation) was $1,410 million as of March 31, 2026 (December 31, 2025:\n$1,430 million).\n\n4. Assets held for sale\n\n December 31, 2025 March 31, 2026 \n (in thousands) \n As of January 1, 2025 and 2026 — 7,761 \n Reclassification from Vessels 7,761 15,231 \n Vessels disposal — (7,761 ) \n Total assets held for sale December 31, 2025 and March 31, 2026 $ 7,761 $ 15,231 \n\nNavigator Saturn, a 2000-built 22,085 cbm ethylene-capable semi-refrigerated\nhandysize gas carrier was held for sale at December 31, 2025, and was\nsubsequently sold to a third and delivered on January 28, 2026, for net\nproceeds of $15.9 million, generating a profit on sale of approximately $10.3\nmillion.\n\nHappy Falcon, a 2002-built 3,770 cbm semi-refrigerated small gas carrier was\nheld for sale at December 31, 2025, and was subsequently sold to a third\nparty and delivered on January 28, 2026, for net proceeds of $4.0 million,\ngenerating a profit on sale of approximately $1.8 million.\n\nNavigator Pegasus, a 2009-built 22,200 cbm semi-refrigerated handysize gas\ncarrier was held for sale at March 31, 2026, and was subsequently\nsold to a third and delivered on April 17, 2026, for net proceeds of $30.5\nmillion, generating a profit on sale of approximately $15.2 million.\n\n5. Vessels Under Construction\n\nOn August 20, 2024, the Company entered into contracts to build two new 48,500\ncubic meter capacity liquefied ethylene gas carriers with Jiangnan Shipyard\n(Group) Co., Ltd. and China Shipbuilding Trading Co., Ltd., in China (the\n“Original Newbuild Vessels”). On November 21, 2024, the Company exercised\nan option and entered into contracts to build two additional newbuild vessels\nof the same specification and price (the “Additional Newbuild Vessels” and\ntogether with the Original Newbuild Vessels, the “ Four Ethylene Newbuild\nVessels”). The Four Ethylene Newbuild Vessels, (Navigator Polaris, Navigator\nProxima, Navigator Parsec, and Navigator Pleione), are scheduled to be\ndelivered to the Company in March 2027, July 2027, November 2027 and January\n2028 respectively, at an average shipyard price of $102.9 million per vessel.\n\nOn July 27, 2025, the Company announced that it had entered into the Amon\nJoint Venture, which intends to acquire the two Ammonia Newbuild Vessels. The\nAmon Joint Venture has entered into contracts with Nantong CIMC Sinopacific\nOffshore & Engineering Co., Ltd. to build the Ammonia Newbuild Vessels, with\ndeliveries scheduled to take place in June and October 2028 respectively, at\nan average yard price of $87 million per vessel.\n\n December 31, 2025 March 31, 2026 \n (in thousands) \n As of January 1, 2025 and 2026 $ 41,589 $ 115,321 \n Additions to vessels under construction 68,526 794 \n Capitalized interest 5,206 1,486 \n Vessel under construction at December 31, 2025 and March 31, 2026 $ 115,321 $ 117,601 \n\n6. Equity Method Investments\n\nInterests in investments are accounted for using the equity method and are\nrecognized initially at cost and subsequently include the Company’s share of\nthe profit or loss and other comprehensive income of the equity-accounted\ninvestees. We disclose our proportionate share of profits and losses from\nequity method unconsolidated affiliates in the statement of operations and\nadjust the carrying amount of our equity method investments on the balance\nsheet accordingly.\n\nShare of results from equity method investments, excluding amortized costs,\nrecognized in the share of results of equity method investments for the three\nmonths ended March 31, 2026, was a profit of $2.6 million (three months ended\nMarch 31, 2025: a loss of $0.9 million).\n\nAs of December 31, 2025, and March 31, 2026, we had the following\nparticipation interests in investments that are accounted for using the equity\nmethod:\n\n December 31, 2025 March 31, 2026 \n Enterprise Navigator Ethylene Terminal L.L.C. (\"Export Terminal Joint Venture\") 50 % 50 % \n Unigas International B.V. (\"Unigas\") 33.3 % 33.3 % \n Dan Unity CO2 A/S (\"Dan Unity\") 50 % 50 % \n Luna Pool Agency Limited (\"Luna Pool Agency\") 50 % 50 % \n Azane Fuel Solutions AS (\"Azane\") 9.5 % 9.5 % \n Bluestreak CO2 Limited (\"Bluestreak\") 50 % 50 % \n\nThe table below shows the movement in the Company’s equity method\ninvestments, for the year ended December 31, 2025, and the three months ended\nMarch 31, 2026:\n\n Year ended Three months ended March 31, 2026 \n December 31, 2025 \n (in thousands) \n Equity method investments at January 1, 2025 and 2026 $ 253,729 $ 247,935 \n Equity contributions to joint venture entity 4,000 — \n Share of results 8,036 2,596 \n Distributions received from equity method investments (17,830 ) (4,790 ) \n Equity method investments at December 31, 2025 and March 31, 2026 $ 247,935 $ 245,741 \n\nEnterprise Navigator Ethylene Terminal L.L.C. (“Export Terminal Joint\nVenture”)\n\nIn January 2018, the Company entered into definitive agreements creating the\nExport Terminal Joint Venture. As of March 31, 2026, the Company has\ncontributed $274.5 million to the Export Terminal Joint Venture for our share\nof the capital cost for the construction of the Ethylene Export Terminal and\nfor an expansion of the Ethylene Export Terminal, which expansion completed in\nDecember 2024.\n\nCapitalized interest and associated costs are being amortized over the\nestimated useful life of the Ethylene Export Terminal, which began commercial\noperations with the export of commissioning cargoes in December 2019. As of\nMarch 31, 2026 the unamortized difference between the carrying amount of the\ninvestment in the Export Terminal Joint Venture and the amount of the\nCompany’s underlying equity in net assets of the Export Terminal Joint\nVenture was $4.9 million (December 31, 2025: $4.9 million). The costs\namortized in both the three months ended March 31, 2026, and 2025, were $0.3\nmillion million and this is presented in the share of results of equity method\ninvestments within our consolidated statements of operations.\n\nUnigas International B.V. (\"Unigas B.V.\")\n\nUnigas B.V., based in the Netherlands, is an independent commercial and\noperational manager of seagoing vessels capable of carrying liquefied\npetrochemical and petroleum gases on a worldwide basis. Unigas B.V. is the\noperator of the Unigas Pool. The Company owns a 33.3% equity interest in\nUnigas B.V. and accounts for it using the equity method. It was recognized\ninitially at fair value and our consolidated financial statements will include\nour share of Unigas B.V.’s profit or loss and other comprehensive income.\n\nDan Unity CO2 A/S (\"Dan Unity\")\n\nIn June 2021, one of the Company’s subsidiaries entered into a shareholder\nagreement creating the joint venture Dan Unity, a Danish entity, to undertake\ncommercial and technical projects relating to seaborne transportation of CO2.\n\nWe account for our investment using the equity method and we exercise joint\ncontrol over the operating and financial policies of Dan Unity. As of\nMarch 31, 2026, we have recognized the Company’s initial investment at cost\nalong with the Company’s share of the profit or loss and other comprehensive\nincome of equity accounted investees.\n\nLuna Pool Agency Limited (\"Luna Pool Agency\")\n\nIn March 2020, the Company collaborated with Pacific Gas Pte. Ltd. and Greater\nBay Gas to form and manage the Luna Pool. As part of the formation, Luna Pool\nAgency Limited (the “Luna Pool Agency”) was incorporated in May 2020. The\npool participants jointly own the Luna Pool Agency on an equal basis, and have\nequal board representation. As of March 31, 2026, we have recognized the\nCompany’s initial investment of one British pound in the Luna Pool Agency\nwithin equity method investments on our consolidated balance sheet. The Luna\nPool Agency has no activities other than as a legal custodian of the Luna Pool\nbank account and there will be no variability in its financial results as it\nhas no income and its minimal operating expenses are reimbursed by the Pool\nParticipants.\n\nAzane Fuel Solutions AS (\"Azane\")\n\nAzane, a joint venture between ECONNECT Energy AS and Amon Maritime AS, both\nof Norway, was founded in Norway in 2020 as a company that develops\nproprietary technology and services for ammonia fuel handling to facilitate\nthe transition to green fuels for shipping. The Company acquired a 9.5% equity\ninterest in Azane on October 25, 2023, and accounts for it using the equity\nmethod. It was recognized initially at cost.\n\nAzane intends to build the world’s first ammonia bunkering network and\noperate ammonia bunkering infrastructure. Azane intends to become the missing\nlink between ammonia production, and trade and vessels wishing to use ammonia\nas fuel. Future value creation for Azane is expected to come through\ninternational expansion with its bunkering solutions and broadening of its\nofferings in ammonia fuel handling technology.\n\nBluestreak CO2 Limited (\"Bluestreak\")\n\nBluestreak is a 50%/50% joint venture between the Company and Bumi Armada, one\nof the world’s largest floating infrastructure operators. The joint venture\naims to provide an end-to-end solution for carbon emitters to capture,\ntransport, sequester and store their carbon dioxide emissions in line with the\nUnited Kingdom’s Industrial Decarbonisation Strategy. It is anticipated that\nthe Bluestreak joint venture will design and implement a value chain of\nshuttle tankers delivering to a floating carbon storage unit or a floating\ncarbon storage and injection unit. The complete value chain is expected to\nsafely and reliably transport and provide buffer storage of liquid carbon\ndioxide. The Bluestreak joint venture is subject to the execution of\ndefinitive documentation, approvals by the respective boards of directors of\nthe Company and Bumi Armada, applicable regulatory approvals and other\ncustomary closing conditions.\n\n7. Secured Term Loan Facilities and Revolving Credit Facilities\n\nThe following table shows the breakdown of all secured term loan facilities,\nrevolving credit facilities and total deferred financing costs split between\ncurrent and non-current liabilities at December 31, 2025 and March 31, 2026:\n\n December 31, 2025 March 31, 2026 \n (in thousands) \n Current Liabilities \n Current portion of secured term loan facilities and revolving credit facilities $ 170,164 $ 174,056 \n Less: current portion of deferred financing costs (2,098 ) (3,113 ) \n Current portion of secured term loan facilities and revolving credit facilities, net of deferred financing costs $ 168,066 $ 170,943 \n Non-Current Liabilities \n Secured term loan facilities and revolving credit facilities net of current portion, excluding amount due to related parties $ 597,721 $ 591,315 \n Less: non-current portion of deferred financing costs (3,761 ) (3,497 ) \n Non-current secured term loan facilities and revolving credit facilities, net of current portion and non-current deferred financing costs $ 593,960 $ 587,818 \n\nOn March 2, 2026, the Company and certain of its subsidiaries entered into a\n$133.8 million senior secured pre- and post-delivery term loan (the “March\n2026 Senior Secured Term Loan”) with ABN AMRO Bank N.V., Credit Agricole\nCorporate & Investment Bank and, Nordea Bank Abp, filial i Norge to\npartially finance the construction across two tranches of two of its ethylene\nnewbuild vessels, Navigator Parsec and Navigator Pleione, and will use cash on\nhand to pay the remainder of the construction costs. The March 2026 Senior\nSecured Term Loan matures five years after delivery of the second vessel, and\nthe borrowers have the option to extend the facility for a further 12 months.\nThe facility is non-amortizing for the pre-delivery period and then each\ntranche amortizes from each vessel delivery, with a balloon repayment of\n$100.3 million on the five-year maturity date (if the 12-month extension is\nnot taken). The facility bears interest at a rate of Term SOFR plus 150 basis\npoints. As of March 31, 2026, the facility was partially drawn in the amount\nof $26.8 million.\n\nThe Company expects to finance the cost of its other two ethylene newbuild\nvessels, Navigator Proxima and Navigator Polaris, and its two ammonia vessels,\nNavigator Amundsen and Navigator Archer, using debt and cash on hand, and the\nCompany is well-progressed with arranging such third-party debt finance,\ntargeting closing in May and June 2026 respectively.\n\n8. Senior Unsecured Bonds\n\nOn October 17, 2024, the Company issued an aggregate principal amount of\n$100 million of new Senior Unsecured Bonds in the Nordic bond market (the\n\"October 2024 Bonds\"). The net proceeds of the October 2024 Bonds were used to\nredeem in full all of our previously outstanding 2020 Bonds. The borrowing\nlimit under the bond terms governing the October 2024 Bonds is $200 million.\n\nOn March 28, 2025, pursuant to an addendum (the “March 2025 Bond Tap Issue\nAddendum”), the Company completed an additional aggregate principal tap\nissue of $40 million in the Nordic bond market under the same bond terms\ngoverning its outstanding October 2024 Bonds and bearing the same coupon rate\nas the October 2024 Bonds (the “March 2025 Bond Tap Issue”). The March\n2025 Bond Tap Issue matures in October 2029, in line with the October 2024\nBonds, and also bears a fixed coupon of 7.25% per annum payable semi-annually\nin arrears on April 30 and October 30. Settlement in respect of the March 2025\nBond Tap Issue occurred on April 4, 2025. Following the issuance of the\nOctober 2024 Bonds and the March 2025 Bond Tap Issue, a further $60 million\nremains available to be issued by the Company under the bond terms governing\nthe October 2024 Bonds.\n\nOn September 3, 2025, the October 2024 Bonds (and the March 2025 Bond Tap\nIssue under the same bond terms) were listed on the Nordic ABM, which is\noperated and organized by Oslo Børs ASA and governed by Norwegian law.\n\nThe following table shows the breakdown of our Senior Unsecured Bonds and\ntotal deferred financing costs as of March 31, 2026, and December 31,\n2025: \n\n December 31, 2025 March 31, 2026 \n (in thousands) \n October 2024 Bond issuance $ 100,000 $ 100,000 \n March 2025 Bond Tap issuance 40,000 40,000 \n Less deferred financing costs (1,817 ) (1,698 ) \n Total bonds, net of deferred financing costs $ 138,183 $ 138,302 \n\n9. Derivative Instruments Accounted for at Fair Value\n\nInterest Rate risk\n\nThe Company has a number of existing vessel loan facilities with associated\namortizing fixed interest rate swaps. As of March 31, 2026, the interest rate\nswaps had a net positive fair value to the Company of $0.7 million compared to\na net negative fair value of $0.8 million to the Company as of December 31,\n2025. There were unrealized gains of $1.6 million on the fair value of the\nswaps for the three months ended March 31, 2026, compared to unrealized losses\nof $2.3 million for the three months ended March 31, 2025.\n\nThese fixed interest rate swaps are typically entered into with the financial\ninstitutions that are also lenders under our loan facilities. The interest\nrate payable by the Company under these interest rate swap agreements is SOFR\nplus a fixed margin of between 3.93% and 5.75%. The interest rate receivable\nby the Company under these interest rate swap agreements is typically 3-month\nSOFR, calculated on a 360-day year basis and which resets every three months.\n\nAll interest rate swaps are remeasured to fair value at each reporting date\nand have been categorized as Level Two on the fair value measurement\nhierarchy. The remeasurement to fair value has no impact on cash flows at the\nreporting date. There is no requirement for cash collateral to be placed with\nthe swap providers under these swap agreements and there is no effect on\nrestricted cash as of March 31, 2026.\n\nAs of March 31, 2026, we held the following interest rate swaps that\npartially hedge our variable-rate loan facilities:\n\n Facility Hedged notional amount Fixed rate Variable rate \n (in thousands) \n October 2013 DB Credit Facility A 5,987 4.05 % Comp SOFR \n July 2015 DB Credit Facility B 13,956 3.99 % Comp SOFR \n July 2015 Santander Credit Facility B 13,956 3.93 % Comp SOFR \n March 2023 Secured Term Loan 75,113 5.75 % Comp SOFR \n August 2024 Secured Term Loan and RCF 64,464 5.46 % Term SOFR \n May 2025 Senior Secured Term Loan and RCF 165,821 5.31 % Term SOFR \n $ 339,297 \n\nThe following table includes the estimated fair value of those assets and\nliabilities that are measured at fair value on a recurring basis as of\nMarch 31, 2026, and December 31, 2025.\n\n December 31, 2025 March 31, 2026 \n (in thousands) \n Fair Value Hierarchy Fair Value Asset/(Liability) Fair Value Asset/(Liability) \n Interest rate swap agreements Assets Level 2 $ 1,372 $ 1,091 \n Interest rate swap agreements Liability Level 2 (2,219 ) (345 ) \n $ (847 ) $ 746 \n\nThe Company uses derivative instruments in accordance with its overall risk\nmanagement policy to mitigate the risk of unfavorable movements in interest\nrates.\n\nThe Company held no derivatives designated as hedges as of March 31, 2026 or\nDecember 31, 2025.\n\nFair value is a market-based measurement that is determined based on\nassumptions that market participants would use in pricing an asset or a\nliability. The fair value accounting standard establishes a three-tier fair\nvalue hierarchy, which prioritizes the inputs used in the valuation\nmethodologies in measuring fair value:\n\nLevel 1—Observable inputs that reflect quoted prices (unadjusted) for\nidentical assets or liabilities in active markets. \nLevel 2—Include other inputs that are directly or indirectly observable in\nthe marketplace. \nLevel 3—Unobservable inputs which are supported by little or no market\nactivity.\n\nForeign Currency Exchange Rate risk\n\nAll foreign currency-denominated monetary assets and liabilities are revalued\nand reported in the Company’s functional currency based on the prevailing\nexchange rate at the end of the period. These foreign currency transactions\nfluctuate based on the strength of the U.S. Dollar. The remeasurement of all\nforeign currency-denominated monetary assets and liabilities at each reporting\ndate results in unrealized foreign currency exchange differences which do not\nimpact our cash flows.\n\nCredit risk\n\nThe Company is exposed to credit losses in the event of non-performance by the\ncounterparties to its interest rate swap agreements. As of March 31, 2026,\nthe Company is exposed to credit risk where interest rate swaps are in an\nasset position from the perspective of the Company. In order to minimize\ncounterparty risk, the Company only enters into derivative transactions with\ncounterparties that are reputable financial institutions, highly rated by a\nrecognized rating agency.\n\nThe fair value of our interest rate swap agreements is the estimated present\nvalue of future cash flows that we would pay/receive to sell or transfer the\nswap at the reporting date, taking into account current interest rates and the\ncurrent creditworthiness of the swap counterparties. The amount recorded as a\nderivative asset or liability could vary by a material amount in the near term\nif credit markets are volatile or if credit risk were to change significantly.\n\nThe fair value of our interest rate swap agreements at the end of each period\nis most significantly affected by the interest rate implied by the benchmark\ninterest yield curve, including its relative steepness. Interest rates and\nforeign exchange rates may experience significant volatility in both the short\nand long term. While the fair value of our swap agreements is typically more\nsensitive to changes in short-term rates, significant changes in long-term\nbenchmark interest, foreign exchange rates and the credit risk of the\ncounterparties of the Company may also materially impact the fair values of\nour swap agreements.\n\n10. Financial Instruments Not Accounted for at Fair Value\n\nThe principal financial assets of the Company as of March 31, 2026, and\nDecember 31, 2025, consist of cash, cash equivalents, and restricted cash and\naccounts receivable. The principal financial liabilities of the Company as of\nMarch 31, 2026, and December 31, 2025, consist of accounts payable, accrued\nexpenses and other liabilities, secured term loan facilities, revolving credit\nfacilities and the 2024 Bonds (including the March 2025 Bond Tap Issue) and do\nnot include deferred financing costs.\n\nThe carrying values of cash, cash equivalents and restricted cash, accounts\nreceivable, accounts payable, accrued expenses and other liabilities are\nreasonable estimates of their fair value due to the short-term nature or\nliquidity of these financial instruments.\n\nFair value is a market-based measurement that is determined based on\nassumptions that market participants would use in pricing an asset or a\nliability. The fair value accounting standard establishes a three-tier fair\nvalue hierarchy, which prioritizes the inputs used in the valuation\nmethodologies in measuring fair value:\n\nLevel 1—Observable inputs that reflect quoted prices (unadjusted) for\nidentical assets or liabilities in active markets. \nLevel 2—Include other inputs that are directly or indirectly observable in\nthe marketplace.\nLevel 3—Unobservable inputs which are supported by little or no market\nactivity.\n\nThe October 2024 Bonds (including the March 2025 Bond Tap Issue) are\nclassified as a Level 2 liability and the fair values have been calculated\nbased on indirectly observed data based on the most recent trades prior to\nMarch 31, 2026. These trades are infrequent and therefore not considered to\nbe an active market.\n\nThe fair value of secured term loan facilities and revolving credit facilities\nis estimated to approximate the carrying value in the balance sheet since they\nbear a variable interest rate, which is reset quarterly. This has been\ncategorized at Level 2 on the fair value measurement hierarchy as of\nMarch 31, 2026.\n\nThe following table includes the estimated fair value and carrying value of\nthose assets and liabilities where fair value approximates carrying value. The\ntable excludes cash, cash equivalents, restricted cash, accounts receivable,\naccounts payable, accrued expenses and other liabilities because the fair\nvalue approximates carrying value and, for accounts receivable and payable,\nare due in one year or less.\n\n December 31, 2025 March 31, 2026 \n (in thousands) \n Fair Value Hierarchy Carrying Amount (Liability) Fair Value (Liability) Fair Value Hierarchy Carrying Amount (Liability) Fair Value (Liability) \n 2024 Bonds (Note 8) Level 2 $ (140,000 ) $ (141,400 ) Level 2 $ (140,000 ) $ (140,840 ) \n Secured term loan and revolving credit facilities (Note 7) Level 2 $ (767,885 ) $ (767,885 ) Level 2 $ (765,371 ) $ (765,371 ) \n\n11. Earnings Per Share\n\nBasic earnings per share is calculated by dividing the net income available to\ncommon stockholders by the weighted average number of common shares\noutstanding during the period. Diluted earnings per share is calculated by\nadjusting the weighted average number of common shares used for calculating\nbasic earnings per share for the effects of all potentially dilutive shares.\nThe following table shows the calculation of both the basic and diluted number\nof weighted average outstanding shares for the three months ended March 31,\n2026 and 2025:\n\n Three months ended March 31, 2025 Three months ended March 31, 2026 \n (in thousands except for share data) \n Net Income attributable to stockholders of Navigator Holdings Ltd. $ 27,036 $ 35,462 \n \n Basic weighted average number of shares 69,380,259 64,936,248 \n Effect of dilutive potential share options 713,206 694,070 \n Diluted weighted average number of shares 70,093,465 65,630,318 \n \n Earnings per share attributable to stockholders of Navigator Holdings Ltd.: \n Basic earnings per share $ 0.39 $ 0.55 \n Diluted earnings per share $ 0.39 $ 0.54 \n\n12. Commitments and Contingencies\n\nThe schedule below summarizes our future contractual obligations as of\nMarch 31, 2026:\n\n 2026 2027 2028 2029 2030 Thereafter Total \n \n Secured term loan and revolving credit facilities $ 140,896 $ 120,538 $ 161,469 $ 126,972 $ 39,612 $ 175,884 $ 765,371 \n 2024 Bonds — — — 140,000 — — 140,000 \n Vessels under construction ((1)) 62,340 249,300 164,550 — — — 476,190 \n Office operating leases ((2)) 939 1,247 1,244 1,129 1,104 1,183 6,846 \n Total contractual obligations $ 204,175 $ 371,085 $ 327,263 $ 268,101 $ 40,716 $ 177,067 $ 1,388,407 \n\n\n\n1. In August 2024, the Company has entered into four contracts to build the\nFour Ethylene Newbuild Vessels with Jiangnan Shipyard (Group) Co., Ltd. and\nChina Shipbuilding Trading Co., Ltd., in China. The Four Ethylene Newbuild\nVessels are under construction and are scheduled to be delivered to the\nCompany in March 2027, July 2027 November 2027, and January 2028 respectively,\nat an average shipyard price of $102.9 million per vessel.\n\nIn July 2025, the Company announced that the Amon Joint Venture intends to\nacquire the Ammonia Newbuild Vessels. The Amon Joint Venture has entered into\ncontracts with Nantong CIMC Sinopacific Offshore & Engineering Co., Ltd. to\nbuild the Ammonia Newbuild Vessels, with deliveries scheduled to take place in\nJune and October 2028 respectively, at an average yard price of $87 million\nper vessel.\n\n2. The Company occupies office space in London with a lease that commenced in\nJanuary 2022 for a period of 10 years with a break option in February 2027\n(the \"Break Option\"), which is the fifth anniversary of the lease commencement\ndate. It is a requirement under lease that the Break Option be declared 12\nmonths in advance, and in January 2026 the Company agreed not to declare the\nBreak Option in return for the removal of an upward-only rent review clause in\nthe lease in relation to the second five-year period of the lease. The gross\nrent (excluding services charges and business rates) per year for our office\nlease is approximately $1.1 million. \n\nThe Company occupies office space in Copenhagen with a lease that expired in\nDecember 2025. The Company will continue to occupy the office space on a\n6-month rolling basis until a new lease is entered into. The monthly lease\npayments are dependent on foreign exchange rates and the gross rent per month\npayable in Danish Kroner is approximately $15,000.\n\nThe lease term for our office in Gdynia, Poland which commenced in April 2024\nis for a period of 5 years to March 30, 2029. The lease payments are dependent\non foreign exchange rates and the gross rent per year payable in Euros is\napproximately $0.1 million.\n\nThe Company entered into a new 43-month lease for office space in Houston that\ncommenced on April 1, 2025. The annual gross rent under the lease payable in\nU.S. Dollars is approximately $41,000.\n\nThe lease term for our office in Manila, Philippines commenced in July 2025\nand expires in June 2028. The gross rent per year for our office lease is\napproximately $0.1 million.\n\n13. Cash, Cash Equivalents and Restricted Cash\n\nThe following table shows the breakdown of cash, cash equivalents and\nrestricted cash as of March 31, 2026 and December 31, 2025:\n\n December 31, 2025 March 31, 2026 \n (in thousands) \n Cash and cash equivalents $ 154,674 $ 149,596 \n Cash and cash equivalents held by VIE 276 427 \n Restricted cash 49,921 49,583 \n Total cash, cash equivalents and restricted cash $ 204,871 $ 199,606 \n\nAmounts included in restricted cash represent cash in blocked deposit accounts\nthat are required to be deposited in accordance with the terms of a number of\nthe Company's secured term loans with banking institutions and funds held by\nour variable interest entity PT Navigator Khatulistiwa (\"PTNK\"). Restricted\ncash is deemed not available for daily operational use.\n\nIn February 2025, as part of an investigation into allegations of corruption,\nMuhamad Kerry Adrianto and certain other business partners and executives of\nPT Pertamina (Persero), Indonesia's state-owned energy company\n(“Pertamina”), were arrested by Indonesian authorities. The allegations\nrelated to the mismanagement of crude oil and oil refinery products at\nPertamina between 2018 and 2023. The legal proceedings linked with the\ninvestigation by local authorities related to nine individuals and concluded\nin February 2026, with all nine defendants being found guilty. Mr. Adrianto\nwas given a custodial sentence of 15 years, a fine of around $60,000 and was\nordered to pay compensation of approximately $173 million. On March 5, 2026,\nMr. Adrianto lodged an appeal to his sentence with the High Court in Indonesia\nand we continue to monitor developments.\n\nWe are not aware of any link or connection between the Company or PTNK, our\nIndonesian joint venture, and the investigation or its findings other than\nthrough Mr. Adrianto, who served as a director of PTNK until September 2025,\nwhen he was replaced as a director of PTNK.\n\nFollowing this, we continue to believe that the events surrounding Mr.\nAdrianto will not have a material impact on the Company or our operations.\n\n14. Variable Interest Entities\n\nAs of March 31, 2026, the Company's VIEs had total assets and liabilities of\n$88.4 million and $36.2 million respectively which have been included in the\nCompany’s consolidated balance sheet as of that date (December 31, 2025:\n$92.5 million and $29.5 million).\n\nPT Navigator Khatulistiwa\n\nAs of December 31, 2025 and March 31, 2026, the Company has consolidated\n100% of PT Navigator Khatulistiwa, a VIE for which the Company is deemed to be\nthe primary beneficiary, i.e. it has a controlling financial interest in this\nentity with the power to direct the activities that most significantly impact\nthe entity’s economic performance and has the right to residual gains or the\nobligation to absorb losses that could potentially be significant to the VIE.\nThe Company owns 49% of PT Navigator Khatulistiwa common stock, all of its\nsecured debt and has voting control. All economic interests in the residual\nnet assets reside with the Company. By virtue of the accounting principle of\nconsolidation, transactions between PT Navigator Khatulistiwa and the Company\nare eliminated on consolidation.\n\nNavigator Crewing Services Philippines Inc. and Navigator Gas Services\nPhilippines Inc.\n\nWe own a 25% and a 40% share in Navigator Crewing Services Philippines Inc.\n(“NCSPI”) and Navigator Gas Services Philippines Inc. (“NSSPI”),\nrespectively. These companies were established primarily to provide marine\nservices as principals or agents to ship owners, ship operators, and managers\nengaged in international maritime business, and business support services.\n\nThe Company has determined that it has a variable interest in NCSPI and NSSPI\nand is considered to be the primary beneficiary as a result of having a\ncontrolling financial interest in the entities and has the power to direct the\nactivities that most significantly impact NCSPI’s and NSSPI’s economic\nperformance.\n\n15. Related Party Transactions\n\nThe following table summarizes our transactions with related parties for the\nthree months ended March 31, 2026 and 2025:\n\n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n (in thousands) \n Net expenses \n Luna Pool Agency Limited $ (2 ) $ (1 ) \n Ultranav Business Support ApS (21 ) (13 ) \n $ (23 ) $ (14 ) \n\nThe following table sets out the balances due from related parties as of\nDecember 31, 2025 and March 31, 2026:\n\n December 31, 2025 March 31, 2026 \n (in thousands) \n Luna Pool Agency Limited $ 1,532 $ 1,561 \n Unigas Pool 5,010 6,059 \n $ 6,542 $ 7,620 \n\nAs of March 31, 2026, Ultranav International ApS held a 34.4% share in the\nCompany and BW Group Limited held a 11.2% share in the Company and they are\nour principal shareholders. They may exert considerable influence on the\nCompany's directors and significant corporate actions.\n\n16. Subsequent Events\n\nCapital Return Policy\n\nOn May 6, 2026, the Company's Board of Directors declared a cash dividend of\n$0.07 per share of the Company’s common stock for the quarter ended\nMarch 31, 2026, under the Company's Capital Return Policy, payable on\nJune 10, 2026, to all shareholders of record as of the close of business U.S.\nEastern time on May 20, 2026, (the \"Dividend\"). The aggregate amount of the\nDividend is expected to be approximately $4.3 million, which the Company\nanticipates will be funded from cash on hand.\n\nAlso as part of the Company's Capital Return Policy for the quarter ended\nMarch 31, 2026, the Company expects to repurchase approximately $6.3 million\nof common stock between May 8, 2026, and June 30, 2026, subject to operating\nneeds, market conditions, legal requirements, stock price and other\ncircumstances, such that the Dividend and share repurchases together equal 30%\nof net income for the quarter ended March 31, 2026.\n\nOn May 5, 2026, the Board of Directors of the Company approved a revision to\nthe Company's existing Capital Return Policy first announced in May 2023 and\nrevised in November 2025 (the \"2026 Revised Capital Return Policy\") to take\neffect from and applying to, the quarter ending June 30, 2026. Under the 2026\nRevised Capital Return Policy, the Company intends, subject to operating needs\nand other circumstances, to pay its existing quarterly cash dividend of $0.07\nper share (the \"Fixed Element\") and return additional capital in the form of\nfurther cash dividends and/or share repurchases, such that the Fixed Element\nand, if any, the variable component, together equal 35% of net income for the\napplicable quarter, increased from 30% of net income under the Company's\nexisting Capital Return Policy. Declarations of any dividends in the future,\nand the amount of any such dividends under the 2026 Revised Capital Return\nPolicy, are subject to approval by the Company's Board.\n\nThe 2026 Revised Capital Return Policy does not oblige Navigator to pay any\ndividends or repurchase any of its shares and the 2026 Revised Capital Return\nPolicy, including dividends and repurchases of shares of common stock, may be\nsuspended, discontinued or modified by the Company at any time, for any\nreason.\n\nUnigas\n\nOn April 14, 2026, the Company signed a non-binding letter of intent with\nBernhard Schulte (Singapore) Holdings Pte. Ltd. (“Bernhard Schulte”) and\nSloman Neptun Schiffahrts-Aktiengesellschaft (\"Sloman Neptune\") for the sale\nby the Company to Bernhard Schulte and Sloman Neptun of eight gas carriers\n(the “Unigas Vessels”) as well as the Company’s shareholding in Unigas\nInternational B.V. (\"Unigas B.V.\"), the entity which commercially manages the\nUnigas Vessels (the \"Unigas Pool\"), for an aggregate purchase price of\napproximately $183 million (the \"Proposed Unigas Transaction\"). The combined\nbook value and outstanding loan facilities in respect of the Unigas Vessels\nand the Company's holding in Unigas B.V. in the Company's accounts at\nMarch 31, 2026, were approximately $117 million and $54 million respectively.\nClosing of the Proposed Unigas Transaction is subject to the execution of\ndefinitive vessel and share sale documentation, approval by the boards of\ndirectors of Navigator Gas, Bernhard Schulte and Sloman Neptun, any regulatory\napprovals, and other customary closing conditions. The parties anticipate\nclosing the Proposed Unigas Transaction by the fourth quarter of 2026. We\ncannot assure you that the Proposed Unigas Transaction will be completed on\nthe terms set out in the non-binding letter of intent as described above, or\nat all.\n\nCompany Redomiciliation\n\nOn April 19, 2026, in connection with the Company's previously disclosed\nintention to change its corporate domicile from the Marshall Islands to\nEngland and Wales (the \"Company Redomiciliation\") further details of which can\nbe found in the Company's 2025 Annual Report, the Company's vessel, Navigator\nTaurus was transferred from its subsidiary Navigator Taurus L.L.C., a Marshall\nIslands subsidiary, to Navigator Taurus Ltd, a newly incorporated subsidiary\nin England and Wales. The Company expects to continue to redomicile further of\nits subsidiaries to newly formed entities in England and Wales as part of the\nwider project to change Company's corporate domicile.\n\nVessel Sales\n\nNavigator Pegasus, a 2000-built 22,085 cbm ethylene-capable semi-refrigerated\nhandysize gas carrier, was held for sale as of March 31, 2026, and was\nsubsequently sold to an independent third party on April 17, 2026, for net\nproceeds of $30.5 million, generating a profit on sale of approximately $15.2\nmillion.\n\nRevolving credit facilities\n\nOn April 2, 2026, in light of ongoing geopolitical developments in the Middle\nEast and related market uncertainty, the Company drew $28.5 million of the\nrevolving credit portion of its $111.8 million December 2022 Term Loan and\nRevolving Credit Facility and $62.9 million of the revolving credit portion of\nits $147.6 million August 2024 Term Loan and Revolving Credit Facility,\ntotaling $91.4 million as a precautionary liquidity measure, placing the money\non deposit. The Company continues to monitor market conditions and intends to\nrepay the revolving credit amounts when conditions stabilize, subject to the\navailability of cash and cash equivalents and other capital allocation\nconsiderations.\n\nOur Fleet\n\nThe following table provides details of our vessels as of May 6, 2026:\n\n Operating Vessel Year Built Vessel Size (cbm) Employment Status Current Cargo Current Time Charter Expiration Date \n \n Ethylene/ethane capable semi-refrigerated midsize \n Navigator Aurora 2016 37,300 Time Charter Ethane November 2031 \n Navigator Eclipse 2016 37,300 Time Charter Ethane March 2029 \n Navigator Nova 2017 37,300 Time Charter Ethane September 2029 \n Navigator Prominence 2017 37,300 Time Charter Ethane March 2029 \n \n Ethylene/ethane capable semi-refrigerated handysize \n Navigator Pluto 2000 22,085 Spot Market Ethane — \n Navigator Atlas 2014 21,000 Time Charter Ethylene June 2026 \n Navigator Europa 2014 21,000 Spot Market Ethane — \n Navigator Oberon 2014 21,000 Time Charter Ethane October 2026 \n Navigator Triton 2015 21,000 Spot Market Ethane — \n Navigator Umbrio 2015 21,000 Time Charter Ethane December 2026 \n Navigator Luna 2018 17,000 Spot Market Ethylene — \n Navigator Solar 2018 17,000 Time Charter Ethylene March 2027 \n Navigator Castor 2019 22,000 Spot Market Ethylene — \n Navigator Equator 2019 22,000 Spot Market Ethylene — \n Navigator Vega 2019 22,000 Time Charter Ethane June 2026 \n Navigator Hyperion 2010 17,300 Spot Market Ethylene — \n Navigator Titan 2010 17,300 Spot Market Ethylene — \n Navigator Vesta 2010 17,300 Spot Market Ethylene — \n \n Semi-refrigerated handysize \n Navigator Aries 2008 20,750 Time Charter LPG June 2026 \n Navigator Capricorn 2008 20,750 Time Charter LPG December 2026 \n Navigator Phoenix 2009 22,200 Time Charter Ammonia June 2026 \n Navigator Scorpio 2009 20,750 Time Charter LPG September 2026 \n Navigator Taurus 2009 20,750 Time Charter LPG November 2026 \n Navigator Virgo 2009 20,750 Time Charter LPG May 2026 \n Navigator Leo 2011 20,600 Time Charter LPG July 2026 \n Navigator Libra 2012 20,600 Time Charter LPG May 2026 \n Navigator Atlantic (Previously Atlantic Gas) 2014 22,000 Time Charter LPG July 2026 \n Adriatic Gas 2015 22,000 Spot Market LPG — \n Navigator Balearic (Previously Balearic Gas) 2015 22,000 Time Charter LPG June 2026 \n Navigator Celtic (Previously Celtic Gas) 2015 22,000 Spot Market LPG — \n Navigator Centauri 2015 21,000 Time Charter LPG May 2027 \n Navigator Ceres 2015 21,000 Time Charter LPG June 2027 \n Navigator Ceto 2016 21,000 Time Charter LPG May 2027 \n Navigator Copernico 2016 21,000 Time Charter LPG May 2027 \n Bering Gas 2016 22,000 Time Charter LPG June 2026 \n Navigator Luga 2017 22,000 Spot Market LPG — \n Navigator Yauza 2017 22,000 Time Charter Ammonia July 2026 \n Arctic Gas 2017 22,000 Spot Market LPG — \n Pacific Gas 2017 22,000 Time Charter LPG May 2026 \n \n Fully-refrigerated handy/midsize \n Navigator Glory 2010 22,500 Time Charter Ammonia June 2027 \n Navigator Grace 2010 22,500 Spot Market LPG — \n Navigator Galaxy 2011 22,500 Time Charter Ammonia June 2026 \n Navigator Genesis 2011 22,500 Time Charter LPG May 2026 \n Navigator Global 2011 22,500 Time Charter LPG March 2027 \n Navigator Gusto 2011 22,500 Time Charter Ammonia August 2026 \n Navigator Jorf 2017 38,000 Time Charter Ammonia August 2027 \n \n Ethylene/ethane capable semi-refrigerated smaller \n Happy Condor* 2008 9,000 Unigas Pool — — \n Happy Pelican* 2012 6,800 Unigas Pool — — \n Happy Penguin* 2013 6,800 Unigas Pool — — \n Happy Kestrel* 2013 12,000 Unigas Pool — — \n Happy Osprey* 2013 12,000 Unigas Pool — — \n Happy Peregrine* 2014 12,000 Unigas Pool — — \n Happy Albatross* 2015 12,000 Unigas Pool — — \n Happy Avocet* 2017 12,000 Unigas Pool — — \n\n*denotes our owned vessels that are commercially managed within the\nindependently managed Unigas Pool.\n\nPART II. First Quarter 2026 Conference Call Details\n\nNavigator Holdings Ltd. First Quarter 2026 Earnings Webcast and Presentation\n\nOn Wednesday, May 6, 2026, at 11:00 A.M. E.D.T. (4:00 P.M. UK), the\nCompany’s management team will host an online webcast to present and discuss\nthe financial results for the first quarter of 2026.\n\nThose wishing to participate should register for the webcast using the\nfollowing details:\n\nhttps://us06web.zoom.us/webinar/register/WN_7GbqCJBiQkWKz6KzwmNasg\n\nWebinar ID: 829 9020 7491\nPasscode: 754370\n\nParticipants can also join by phone by dialing:\n\nUnited States: +1 929 436 2866\nUnited Kingdom:+44 330 088 5830\n\nA full list of U.S. and international numbers is available via the following\nlink:\nInternational Dial-in numbers\n\nThe webcast and slide presentation will be available for replay on the\nCompany's website (www.navigatorgas.com) shortly after the end of the webcast.\nParticipants wishing to join the live webcast are encouraged to do so\napproximately 5 minutes prior to the start.\n\nAbout Navigator Gas\nNavigator Holdings Ltd. (described herein as “Navigator Gas” or the\n“Company”) is the owner and operator of the world’s largest fleet of\nhandysize liquefied gas carriers and a global leader in the seaborne\ntransportation services of petrochemical gases, such as ethylene and ethane,\nliquefied petroleum gas and ammonia and owns a 50% share, through a joint\nventure, in an ethylene export marine terminal at Morgan’s Point, Texas on\nthe Houston Ship Channel, USA. Navigator Gas’ fleet consists of 54 semi- or\nfully-refrigerated liquefied gas carriers, 24 of which are ethylene and ethane\ncapable. The Company plays a vital role in the liquefied gas supply chain for\nenergy companies, industrial consumers and commodity traders, with its\nsophisticated vessels providing an efficient and reliable ‘floating\npipeline’ between the parties, connecting the world today, creating a\nsustainable tomorrow.\n\nNavigator Gas’ common stock trades on the New York Stock Exchange under the\nsymbol “NVGS”.\n\nFor media inquiries or further information, please contact:\n\nNavigator Gas Investor Relations\nEmail: investorrelations@navigatorgas.com\nRandy Giveans\nEVP - Investor Relations & Business Development\nEmail: randy.giveans@navigatorgas.com\n1200 Smith Street, Suite 1000, Houston, Texas, U.S.A. 77002\nTel: +1-713-373-6197\n\nAlexander Walster\nMedia Contact\nEmail: communications@navigatorgas.com\nVerde, 10 Bressenden Place, London, SW1E 5DH, UK\nTel: +44 (0)7857 796 052, +44 (0)20 7045 4114\n\nInvestor Relations / Media Advisors\nNicolas Bornozis / Paul Lampoutis\nCapital Link – New York\nTel: +1-212-661-7566\nEmail: navigatorgas@capitallink.com\n\nForward looking statements\n\nThis press release contains certain “forward-looking” statements (as\ndefined by the Securities and Exchange Commission) concerning plans and\nobjectives of management for future operations or economic performance, or\nassumptions related thereto. In addition, we and our representatives may from\ntime to time make other oral or written statements that are also\nforward-looking statements. In some cases, you can identify the\nforward-looking statements by the use of words such as “may,” “could,”\n“should,” “will,” “would,” “expect,” “plan,”\n“anticipate,” “intend,” “forecast,” “believe,” “estimate,”\n“predict,” “propose,” “potential,” “continue,”\n“scheduled,” or the negative of these terms or other comparable\nterminology.\n\nThese forward-looking statements involve many risks and uncertainties that\ncould cause actual results to differ materially from those expressed or\nimplied by such statements. These risks and uncertainties include but are not\nlimited to those set forth in the periodic reports Navigator files with the\nU.S. Securities and Exchange Commission.\n\nAll forward-looking statements included in this press release are made only as\nof the date of this press release. New factors emerge from time to time, and\nit is not possible for us to predict all of these factors. Further, we cannot\nassess the impact of each such factor on our business or the extent to which\nany factor, or combination of factors, may cause actual results to be\nmaterially different from those contained in any forward-looking statement. We\nexpressly disclaim any obligation to update or revise any forward-looking\nstatements, whether because of future events, new information, a change in our\nviews or expectations, or otherwise. We make no prediction or statement about\nthe performance of our common stock.\n\nCategory: Financial\n\n\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/2b82da11-91d7-479b-8f93-140d4b25b965)\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNXbS8Cwx","title":"Navigator Gas Announces Preliminary First Quarter 2026 Results (Unaudited)","author":"Globe Newswire","ticker":"1NV","created":"2026-05-06T11:55:00.598Z","tickers":["1NV"],"exchange":"","article_body":"LONDON, May 06, 2026 (GLOBE NEWSWIRE) --\n\nFirst Quarter Financial Highlights.\n* On May 6, 2026, pursuant to the Company's capital return policy (the\n\"Capital Return Policy\"), the Board of Directors of the Company declared a\ncash dividend of $0.07 per share of the Company's common stock for the quarter\nended March 31, 2026, payable on June 10, 2026, to all shareholders of\nrecord as of the close of business U.S. Eastern Time on May 20, 2026 (the\n“Dividend”). The aggregate amount of the Dividend is expected to be\napproximately $4.3 million, which the Company anticipates will be funded from\ncash on hand. \n\n\n* Also as part of the Company's Capital Return Policy for the quarter ended\nMarch 31, 2026, the Company expects to repurchase approximately $6.3 million\nof its common stock between May 8, 2026, and June 30, 2026, subject to\noperating needs, market conditions, legal requirements, stock price and other\ncircumstances (the “Share Repurchases”), such that the Dividend and the\nShare Repurchases together equal 30% of net income for the quarter ended\nMarch 31, 2026.\n\n\n* On May 5, 2026, the Board of Directors of the Company approved a revision to\nthe Company's existing Capital Return Policy first announced in May 2023 and\nrevised in November 2025 (the \"2026 Revised Capital Return Policy\") to take\neffect from and applying to, the quarter ending June 30, 2026. Under the 2026\nRevised Capital Return Policy, the Company intends, subject to operating needs\nand other circumstances, to pay its existing quarterly cash dividend of $0.07\nper share (the \"Fixed Element\") and return additional capital in the form of\nfurther cash dividends and/or share repurchases, such that the Fixed Element\nand, if any, the variable component, together equal 35% of net income for the\napplicable quarter, increased from 30% of net income under the Company's\nexisting Capital Return Policy. Declarations of any dividends in the future,\nand the amount of any such dividends under the 2026 Revised Capital Return\nPolicy, are subject to approval by the Company's Board. \n\n\n* On March 31, 2026, the Company paid a dividend of $0.07 per share of the\nCompany’s common stock to all shareholders of record as of the close of\nbusiness U.S. Eastern Time on March 23, 2026, totaling $4.3 million, and the\nCompany repurchased 50,473 shares of common stock in the open market between\nMarch 16, 2026, and March 31, 2026, at an average price of $19.34 per share,\ntotaling $1.0 million, all as part of the Company's Capital Return Policy for\nthe quarter ended December 31, 2025.\n\n\n* On March 23, 2026, the Company closed a secondary public offering of a total\nof 8.0 million shares of common stock by BW Group Limited, as the selling\nshareholder, at a public offering price of $17.50 per share. The Company did\nnot offer any of its shares of common stock in the offering and did not\nreceive any proceeds from the sale of its common stock by the selling\nshareholder in the offering. Concurrent and as part of the offering, the\nCompany purchased from the underwriters 3,500,000 shares of common stock\noffered by the selling shareholder in the offering, at a price per share of\n$17.50, which was equal to the price per share paid by the underwriters to the\nselling shareholder in the offering. The share repurchase totaled $61.2\nmillion and was funded with cash on hand.\n\n\n* The Company reported total operating revenues of $140.6 million for the\nthree months ended March 31, 2026, compared to $151.4 million for the three\nmonths ended March 31, 2025.\n\n\n* Net income attributable to stockholders of the Company was $35.5 million for\nthe three months ended March 31, 2026, compared to $27.0 million for the\nthree months ended March 31, 2025.\n* Adjusted net income attributable to stockholders of the Company(1) was $33.1\nmillion for the three months ended March 31, 2026, compared to $25.5 million\nfor the three months ended March 31, 2025. During the three months ended\nMarch 31, 2026, the Company revised its definition of adjusted net income\nattributable to stockholders of the Company to no longer exclude profit/loss\non sale of vessels. The Company believes this change provides improved\ncomparability and better reflects the Company’s ongoing process of fleet\nrenewal as business in the ordinary course. Prior‑period adjusted net income\nattributable to stockholders of the Company presented has been recast to\nconform to the current‑period presentation.\n* EBITDA(2) was $80.3 million for the three months ended March 31, 2026,\ncompared to $74.3 million for the three months ended March 31, 2025.\n(1) Adjusted net income attributable to stockholders of Navigator Holdings\nLtd. is not a measurement prepared in accordance with U.S. GAAP. Adjusted net\nincome attributable to stockholders of Navigator Holdings Ltd. represents net\nincome attributable to stockholders of Navigator Holdings Ltd. adjusted to\nexclude realized and unrealized gain/loss on non-designated derivative\ninstruments and unrealized foreign currency exchange, write off of deferred\nfinancing costs, and other income. Management believes that EBITDA, Adjusted\nEBITDA, Adjusted Net Income Attributable to Stockholders of Navigator Holdings\nLtd., Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per\nShare are useful to investors in evaluating the operating performance of the\nCompany but they do not represent and should not be considered alternatives to\nconsolidated net income, earnings per share, cash generated from operations,\nor any other GAAP measure.\n\n(2) EBITDA and Adjusted EBITDA are not measurements prepared in accordance\nwith U.S. GAAP. EBITDA represents net income before net interest expense,\nincome taxes, depreciation and amortization. We define Adjusted EBITDA as\nEBITDA before profit/loss on sale of vessel, realized and unrealized gain/loss\non non-designated derivative instruments and unrealized foreign currency\nexchange, write off of deferred financing costs, and other income. Management\nbelieves that EBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to\nStockholders of Navigator Holdings Ltd., Adjusted Basic Earnings per Share and\nAdjusted Diluted Earnings per Share are useful to investors in evaluating the\noperating performance of the Company but they do not represent and should not\nbe considered alternatives to consolidated net income, earnings per share,\ncash generated from operations, or any other GAAP measure.\n* Adjusted EBITDA(2) was $65.9 million for the three months ended March 31,\n2026, compared to $72.8 million for the three months ended March 31, 2025. \n\n\n* Basic earnings per share attributable to stockholders of the Company was\n$0.55 for the three months ended March 31, 2026, compared to $0.39 per share\nfor the three months ended March 31, 2025, with the increase primarily due to\nan increase in net income attributable to stockholders of Navigator Holdings\nLtd., and by a lower number of shares of common stock in issue in the three\nmonths ended March 31, 2026, compared to the three months ended March 31,\n2025.\n\n\n* Adjusted basic earnings per share attributable to stockholders(3) of the\nCompany was $0.51 per share for the three months ended March 31, 2026,\ncompared to $0.37 per share for the three months ended March 31, 2025, driven\nprimarily by an increase in adjusted net income attributable to stockholders\nof Navigator Holdings Ltd., and by a lower number of shares of common stock in\nissue in the three months ended March 31, 2026, compared to the three months\nended March 31, 2025. During the three months ended March 31, 2026, the\nCompany revised its definition of adjusted net income to no longer exclude\nprofit/loss on sale of vessels. The Company believes this change provides\nimproved comparability and better reflects the Company’s ongoing process of\nfleet renewal as business in the ordinary course. Prior‑period adjusted net\nincome presented has been recast to conform to the current‑period\npresentation.\n\n\n* The Company reduced its debt by $3.1 million to $897.1 million (net of\ndeferred financing costs) during the three months ended March 31, 2026, as\nthe Company made net repayments on loan facilities and revolving credit\nfacilities of $29.9 million, offset by the drawdown of $26.8 million from the\nMarch 2026 Senior Secured Term Loan (as defined below). The Company reduced\nits debt by $33.0 million to $900.2 million (net of deferred financing costs)\nduring the three months ended December 31, 2025, as the Company made net\nrepayments on loan facilities and revolving credit facilities of $33.0\nmillion.\n\n\n* At March 31, 2026, the Company's cash, cash equivalents, and restricted\ncash were $199.6 million, and together with available but undrawn credit\nfacilities of $91.4 million, the Company's total liquidity as of March 31,\n2026, was $291.0 million, compared to $204.9 million as of December 31, 2025,\nand $139.0 million as of March 31, 2025.\n\n\n* On April 14, 2026, the Company signed a non-binding letter of intent with\nBernhard Schulte (Singapore) Holdings Pte. Ltd. (“Bernhard Schulte”) and\nSloman Neptun Schiffahrts-Aktiengesellschaft (\"Sloman Neptune\") for the sale\nby the Company to Bernhard Schulte and Sloman Neptun of eight gas carriers\n(the “Unigas Vessels”) as well as the Company’s shareholding in Unigas\nInternational B.V. (\"Unigas B.V.\"), the entity which commercially manages the\nUnigas Vessels (the \"Unigas Pool\"), for an aggregate purchase price of\napproximately $183 million (the \"Proposed Unigas Transaction\"). The combined\nbook value and outstanding loan facilities in respect of the Unigas Vessels\nand the Company's holding in Unigas B.V. in the Company's accounts at\nMarch 31, 2026, were approximately $117 million and $54 million respectively.\nClosing of the Proposed Unigas Transaction is subject to the execution of\ndefinitive vessel and share sale documentation, approval by the boards of\ndirectors of Navigator Gas, Bernhard Schulte and Sloman Neptun, any regulatory\napprovals, and other customary closing conditions. The parties anticipate\nclosing the Proposed Unigas Transaction by the fourth quarter of 2026. We\ncannot assure you that the Proposed Unigas Transaction will be completed on\nthe terms set out in the non-binding letter of intent as described above, or\nat all.\n(3) Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share\nare not measurements prepared in accordance with U.S. GAAP. Adjusted Basic\nEarnings per Share represents basic earnings per share adjusted to exclude\nrealized and unrealized gain/loss on non-designated derivative instruments and\nunrealized foreign currency exchange, write off of deferred financing costs,\nand other income. Adjusted Diluted Earnings per Share represents Adjusted\nBasic Earnings per Share adjusting the weighted average number of common\nshares used for calculating Adjusted Basic Earnings per Share for the effects\nof all potentially dilutive shares. Management believes that EBITDA, Adjusted\nNet Income Attributable to Stockholders of Navigator Holdings Ltd., Adjusted\nBasic Earnings per Share and Adjusted Diluted Earnings per Share are useful to\ninvestors in evaluating the operating performance of the Company but they do\nnot represent and should not be considered alternatives to consolidated net\nincome, earnings per share, cash generated from operations, or any other GAAP\nmeasure. \n\nOther Highlights and Developments.\n\nFleet Operational Update\n\nThe average daily time charter equivalent (“TCE”) rate across the fleet\nwas $29,684 for the three months ended March 31, 2026, compared to $30,476 for\nthe three months ended March 31, 2025, and $30,647 for the three months ended\nDecember 31, 2025.\n\nUtilization across the fleet was a normalized 90.6% for the three months ended\nMarch 31, 2026, compared to 92.4% for the three months ended March 31, 2025,\nand 90.0% for the three months ended December 31, 2025.\n\nWe continue to monitor the ongoing geopolitical situation in the Middle East.\nDuring the three months ended March 31, 2026, none of our vessels operated in,\nor transited through, the region, and we have not experienced any significant\noperational impact.\n\nGiven the timing of developments in the Middle East and our diversified fleet\nand cargo portfolio, any indirect effects, including potential impacts on\nglobal shipping markets arising from the disruption and closure of the Strait\nof Hormuz, have not materially impacted our financial results for the three\nmonths ended March 31, 2026. Then as continuing constraints on shipping routes\nand disruptions in supply chains have led to changes in vessel supply and\ndemand dynamics, and with elevated oil prices and supply constraints\nincentivizing alternative feedstocks, we have to date seen a beneficial impact\non our segment of the shipping market in the second quarter of 2026.\n\nAs of March 31, 2026 we had 32 vessels engaged under time charters, 15 vessels\non spot voyage charters and contracts of affreightment (\"COAs\"), and eight\nvessels operating in the independently managed Unigas Pool. As of March 31,\n2026, for the 12-month period commencing April 1, 2026, approximately 36% of\nour available days are covered by time charter contracts. For the same\nforward-looking 12-month period, our midsize vessels are exclusively on time\ncharters, about 70% of our fully and semi-refrigerated vessels are on time\ncharters, and about 75% of our ethylene-capable handysize vessels are expected\nto be employed in the spot voyage market.\n\nThe handysize 12‑month forward‑looking market assessment for\nsemi‑refrigerated vessels increased by $9,000 per calendar month (“pcm”)\nfrom the end of the fourth quarter of 2025 to $965,000 pcm at the end of the\nfirst quarter of 2026.\n\nThe handysize 12‑month forward‑looking market assessment for fully\nrefrigerated vessels increased by $10,000 pcm from the end of the fourth\nquarter of 2025 to $785,000 pcm at the end of the first quarter of 2026.\n\nThe handysize 12-month forward-looking market assessment for ethylene-capable\nvessels remained unchanged from the end of the fourth quarter of 2025 to the\nend of the first quarter of 2026, at $1,025,000 pcm.\n\nEthylene Export Terminal\n\nWe own a 50% share in an ethylene export marine terminal at Morgan’s Point,\nTexas (the “Ethylene Export Terminal”) through a joint venture (the\n\"Export Terminal Joint Venture\") with Enterprise Products Partners.\n\nOur share of the results of our equity investment in the Ethylene Export\nTerminal was a gain of $2.6 million for the three months ended March 31, 2026,\ncompared to a loss of $0.9 million for the three months ended March 31, 2025,\nand a gain of $0.9 million for the three months ended December 31, 2025.\n\nThe Ethylene Export Terminal throughput for the three months ended March 31,\n2026, was 300,537 metric tons (\"mts\"), compared to 85,553 mts for the three\nmonths ended March 31, 2025, and 191,707 mts for the three months ended\nDecember 31, 2025, and exceeding the quarterly average throughout 2025 of\n204,000 mts. During the first quarter of 2026, 100% of exports were destined\nfor Europe, with no volumes shipped to Asia or the Middle East.\n\nWe expect throughput for the second quarter of 2026 to be at or above the\nfirst quarter of 2026, supported by strong demand from Europe, and influenced\nby the geopolitical disruptions that have led to changes in vessel supply and\ndemand dynamics and elevated oil prices and supply constraints, all of which\nare currently incentivizing exports of U.S. produced ethylene and ethane.\n\nTotal ethane exports from the U.S. continued to rise in the first quarter of\n2026, with the four export terminals at Morgans Point, Beaumont, Nederland and\nMarcus Hook having throughput of approximately 3,150,000 mts, with the\nmajority moving to China, compared to the average quarterly throughput in 2025\nof 2,633,000 mts. The increase was driven by additional export capacity that\ncame on stream in August 2025 at the Beaumont terminal, operated by Enterprise\nProducts Partners.\n\nOur Ethylene Export Terminal, owned by the Export Terminal Joint Venture,\nincludes an ethylene cryogenic storage tank with a capacity of 30,000 tons,\nand has the capacity to export at least 1.55 million tons of ethylene per year\nand load ethylene-capable gas carriers at rates of 1,000 tons per hour. Since\nJanuary 2026, three new offtake contracts related to the Ethylene Export\nTerminal’s available ethylene volumes have been signed by new customers, and\nwe continue to expect that additional capacity will be contracted during 2026.\nUntil further offtake contracts are signed, volumes will be sold and made\navailable on a spot contract basis.\n\n2026 Revised Capital Return Policy\n\nThe Company’s existing Capital Return Policy was further revised by the\nBoard of the Company on May 5, 2026, commencing with, and applying to, the\ndividend relating to the quarter ending June 30, 2026. Under the 2026 Revised\nCapital Return Policy and subject to operating needs and other circumstances,\nthe Company intends to continue to pay the Fixed Element and return additional\ncapital in the form of further cash dividends and/or share repurchases, such\nthat the Fixed Element and, if any, the variable element, together equal 35%\nof net income for the applicable quarter, increased from 30% of net income\nunder the Company's existing Capital Return Policy.\n\nAny acquisition of the Company’s common stock under the 2026 Revised Capital\nReturn Policy may be made via open market transactions, privately negotiated\ntransactions or any other method permitted under U.S. securities laws and the\nrules of the U.S. Securities and Exchange Commission. The timing and amount of\nany dividends and share repurchases under the 2026 Revised Capital Return\nPolicy will be determined by Navigator’s Board of Directors and management\nand will depend on market conditions, legal requirements, stock price,\nalternative uses of capital, financial results and earnings, restrictions in\nour debt agreements, required capital expenditures, and the provisions of\nMarshall Islands law affecting the payment of dividends to shareholders, as\nwell as other factors. The 2026 Revised Capital Return Policy does not oblige\nNavigator to pay any dividends or repurchase any of its shares and the 2026\nRevised Capital Return Policy, including dividends and repurchases of shares\nof common stock, may be suspended, discontinued or modified by the Company at\nany time, for any reason.\n\nExisting Capital Return Policy\n\nUnder the existing Capital Return Policy, until the 2026 Revised Capital\nReturn Policy takes effect from, and applying to, the quarter ending June 30,\n2026 and subject to operating needs and other circumstances, the Company\nintends to pay the Fixed Element and return additional capital in the form of\nfurther cash dividends and/or share repurchases, such that the Fixed Element\nand, if any, the variable element, together equal at least 30% of net income\nfor the applicable quarter. Any acquisition of the Company’s common stock\nunder the Capital Return Policy may be made via open market transactions,\nprivately negotiated transactions or any other method permitted under U.S.\nsecurities laws and the rules of the U.S. Securities and Exchange Commission.\n\nThe timing and amount of any dividends and share repurchases under the\nexisting Capital Return Policy will be determined by the Company's Board of\nDirectors and management and will depend on market conditions, legal\nrequirements, stock price, alternative uses of capital, financial results and\nearnings, restrictions in our debt agreements, required capital expenditures,\nand the provisions of Marshall Islands law affecting the payment of dividends\nto shareholders, as well as other factors. The existing Capital Return Policy\ndoes not oblige the Company to pay any dividends or repurchase any of its\nshares and the existing Capital Return Policy, including dividends and\nrepurchases of shares of common stock, may be suspended, discontinued, or\nmodified by the Company at any time, for any reason.\n\nFinancing\n\nOn March 2, 2026, the Company and certain of its subsidiaries entered into a\n$133.8 million senior secured pre- and post-delivery term loan (the “March\n2026 Senior Secured Term Loan”) with ABN AMRO Bank N.V., Credit Agricole\nCorporate & Investment Bank and, Nordea Bank Abp, filial i Norge to\npartially finance the construction across two tranches of two of its ethylene\nnewbuild vessels, Navigator Parsec and Navigator Pleione, and will use cash on\nhand to pay the remainder of the construction costs. The March 2026 Senior\nSecured Term Loan matures five years after delivery of the second vessel, and\nthe borrowers have the option to extend the facility for a further 12 months.\nThe facility is non-amortizing for the pre-delivery period and then each\ntranche amortizes from each vessel delivery, with a balloon repayment of\n$100.3 million on the five-year maturity date (if the 12-month extension is\nnot taken). The facility bears interest at a rate of Term SOFR plus 150 basis\npoints. As of March 31, 2026, the facility was partially drawn in the amount\nof $26.8 million.\n\nThe Company expects to finance the cost of its other two ethylene newbuild\nvessels, Navigator Proxima and Navigator Polaris, and its two ammonia vessels,\nNavigator Amundsen and Navigator Archer, using debt and cash on hand, and the\nCompany is well-progressed with arranging such third-party debt finance,\ntargeting closing in May and June 2026 respectively.\n\nVessel Sales\n\nNavigator Pegasus, a 2000-built 22,085 cbm ethylene-capable semi-refrigerated\nhandysize gas carrier, was held for sale as of March 31, 2026, and was\nsubsequently sold to an independent third party on April 17, 2026, for net\nproceeds of $30.5 million, generating a profit on sale of approximately $15.2\nmillion.\n\nHappy Falcon, a 2002-built 3,770 cbm semi-refrigerated small gas carrier was\nsold to an independent third party on January 28, 2026, for net proceeds of\n$4.0 million, generating a profit on sale of approximately $1.8 million.\n\nNavigator Saturn, a 2000-built 22,085 cbm ethylene-capable semi-refrigerated\nhandysize gas carrier, was sold to an independent third party on January 28,\n2026, for net proceeds of $15.9 million, generating a profit on sale of\napproximately $10.3 million.\n\nOn January 6, 2026, following the natural cessation of the Company's PT\nNavigator Khatulistiwa (“PTNK”) business in Indonesia in February 2025,\nNavigator Pluto was transferred to an entity under common control of the\nCompany in order to continue operating within the group's ordinary fleet.\n\nUnigas\n\nOn April 14, 2026, the Company signed a non-binding letter of intent with\nBernhard Schulte (Singapore) Holdings Pte. Ltd. (“Bernhard Schulte”) and\nSloman Neptun Schiffahrts-Aktiengesellschaft (\"Sloman Neptune\") for the sale\nby the Company to Bernhard Schulte and Sloman Neptun of eight gas carriers\n(the “Unigas Vessels”) as well as the Company’s shareholding in Unigas\nInternational B.V. (\"Unigas B.V.\"), the entity which commercially manages the\nUnigas Vessels (the \"Unigas Pool\"), for an aggregate purchase price of\napproximately $183 million (the \"Proposed Unigas Transaction\"). The combined\nbook value and outstanding loan facilities in respect of the Unigas Vessels\nand the Company's holding in Unigas B.V. in the Company's accounts at\nMarch 31, 2026, were approximately $117 million and $54 million respectively.\nClosing of the Proposed Unigas Transaction is subject to the execution of\ndefinitive vessel and share sale documentation, approval by the boards of\ndirectors of Navigator Gas, Bernhard Schulte and Sloman Neptun, any regulatory\napprovals, and other customary closing conditions. The parties anticipate\nclosing the Proposed Unigas Transaction by the fourth quarter of 2026. We\ncannot assure you that the Proposed Unigas Transaction will be completed on\nthe terms set out in the non-binding letter of intent as described above, or\nat all.\n\nThe following table presents the Unigas Vessels to be sold:\n\n Unigas Vessels Capacity (m3) Year Built \n Happy Pelican 6,800 2012 \n Happy Penguin 6,800 2013 \n Happy Condor 9,000 2008 \n Happy Osprey 12,000 2013 \n Happy Kestrel 12,000 2013 \n Happy Peregrine 12,000 2014 \n Happy Albatross 12,000 2015 \n Happy Avocet 12,000 2017 \n\nShould the Proposed Unigas Transaction complete, Navigator Gas will fully exit\nthe Unigas Pool and proceeds are expected to be used for general corporate\npurposes. The Proposed Unigas Transaction is consistent with the Company’s\nongoing focus on fleet optimization and disciplined capital allocation. The\nUnigas Vessels, with an average age of 13 years, represent non-core tonnage,\nand the Proposed Unigas Transaction will allow the Company to focus on its\nlong-term fleet strategy which is centered on growing and consolidating\nhandysize and midsize ethylene-capable vessels.\n\nLegal Updates\n\nIn February 2025, as part of an investigation into allegations of corruption,\nMuhamad Kerry Adrianto and certain other business partners and executives of\nPT Pertamina (Persero), Indonesia's state-owned energy company\n(“Pertamina”), were arrested by Indonesian authorities. The allegations\nrelated to the mismanagement of crude oil and oil refinery products at\nPertamina between 2018 and 2023. The legal proceedings linked with the\ninvestigation by local authorities related to nine individuals and concluded\nin February 2026, with all nine defendants being found guilty. Mr. Adrianto\nwas given a custodial sentence of 15 years, a fine of around $60,000 and was\nordered to pay compensation of approximately $173 million. On March 5, 2026,\nMr. Adrianto lodged an appeal to his sentence with the High Court in Indonesia\nand we continue to monitor developments.\n\nWe are not aware of any link or connection between the Company or PTNK, our\nIndonesian joint venture, and the investigation or its findings other than\nthrough Mr. Adrianto, who served as a director of PTNK until September 2025,\nwhen he was replaced as a director of PTNK.\n\nFollowing this, we continue to believe that the events surrounding Mr.\nAdrianto will not have a material impact on the Company or our operations.\n\n Unaudited Results of Operations for the Three Months Ended March 31, 2026, compared to the Three Months Ended March 31, 2025 \n \n Three months ended Three months ended Percentage change \n March 31, 2025 March 31, 2026 \n (in thousands, except percentage change) \n Operating revenues $ 139,903 $ 129,837 (7.2)% \n Operating revenues – Unigas Pool 11,504 10,782 (6.3)% \n Total operating revenues 151,407 140,619 (7.1)% \n \n Brokerage commission 1,915 1,814 (5.3)% \n Voyage expenses 20,661 19,398 (6.1)% \n Vessel operating expenses 47,014 45,814 (2.6)% \n Depreciation and amortization 34,186 31,933 (6.6)% \n General and administrative costs 8,124 10,251 26.2 % \n Profit from sale of vessel — (12,064 ) — \n Total net operating expenses 111,900 97,146 (13.2)% \n \n Operating income 39,507 43,473 10.0 % \n Unrealized (loss)/gain on non-designated derivative instruments (2,262 ) 1,593 (170.4)% \n Interest expense (12,692 ) (12,115 ) (4.5)% \n Interest income 1,121 1,128 0.6 % \n Net Other income 4,801 1,337 (72.2)% \n Unrealized foreign exchange loss (991 ) (591 ) (40.4)% \n Income before taxes and share of result of equity method investments 29,484 34,825 18.1 % \n Income taxes 143 (1,036 ) (823.4)% \n Share of result of equity method investments (904 ) 2,596 (387.3)% \n Net income 28,723 36,385 26.7 % \n Net income attributable to non-controlling interest (1,687 ) (923 ) (45.3)% \n Net income attributable to stockholders of Navigator Holdings Ltd . $ 27,036 $ 35,462 31.2 % \n\nThe following table presents selected operating data for the three months\nended March 31, 2026, and 2025, which we believe are useful in understanding\nthe basis of movements in our operating revenues.\n\n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n Fleet Data*: \n Weighted average number of vessels 48.0 47.3 \n Ownership days 4,321 4,257 \n Available days 4,234 4,105 \n Earning days 3,913 3,721 \n Fleet utilization 92.4 % 90.6 % \n Average daily Time Charter Equivalent** $ 30,476 $ 29,684 \n\n* Fleet Data - Our eight owned smaller vessels in the independently managed\nUnigas Pool at March 31, 2026, compared to the nine owned smaller vessels in\nthe independently managed Unigas Pool at March 31, 2025, are excluded. On\nDecember 28, 2025, Happy Falcon, a 2002-built 3,770 cbm semi-refrigerated\nsmall gas carrier was redelivered from the Unigas Pool, which decreased the\nnumber of our vessels operating in the Unigas Pool from nine to eight.\n\n** Non-GAAP Financial Measure - Time charter equivalent - TCE is a measure of\nthe average daily revenue performance of a vessel. TCE is not calculated in\naccordance with U.S. GAAP. For all charters, we calculate TCE by dividing\ntotal operating revenues (excluding revenue from the Unigas Pool), less any\nvoyage expenses, by the number of earning days for the relevant period. Under\na time charter, the charterer pays substantially all of the vessel's\nvoyage-related expenses, whereas for voyage charters, also known as spot\nmarket charters, we pay all voyage expenses and charge our customers for these\ncosts through our sales invoicing. TCE is a shipping industry performance\nmeasure used primarily to compare period-to-period changes in a company’s\nperformance despite changes in the mix of charter types (i.e., voyage\ncharters, time charters and contracts of affreightment) under which the\nvessels may be employed. We include average daily TCE as we believe it\nprovides additional meaningful information. Our calculation of TCE may not be\ncomparable to that reported by other companies.\n\nThe following table represents a reconciliation of operating revenues, the\nmost directly comparable financial measure calculated in accordance with U.S.\nGAAP, to TCE for the periods presented.\n\n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n Average daily time charter equivalent***: (in thousands, except earning days and average daily time charter equivalent rate) \n Operating revenues $ 139,903 $ 129,837 \n Voyage expenses 20,661 19,398 \n Operating revenues less voyage expenses $ 119,242 $ 110,439 \n \n Earning days 3,913 3,721 \n Average daily time charter equivalent $ 30,476 $ 29,684 \n\n*** Operating revenues and voyage expenses of our eight owned smaller vessels\nin the independently managed Unigas Pool at March 31, 2026, compared to the\nnine owned smaller vessels in the independently managed Unigas Pool at\nMarch 31, 2025, are excluded. On December 28, 2025, Happy Falcon, a\n2002-built 3,770 cbm semi-refrigerated small gas carrier was redelivered from\nthe Unigas Pool which decreased the number of our vessels operating in the\nUnigas Pool from nine to eight.\n\nOperating Revenues. Operating revenues, net of address commissions, were\n$129.8 million for the three months ended March 31, 2026, a decrease of\n$10.1 million or 7.2% compared to $139.9 million for the three months ended\nMarch 31, 2025. This decrease was primarily due to:\n* a decrease of approximately $3.0 million attributable to a decrease in\naverage monthly TCE rates, which decreased to an average of approximately\n$29,684 per vessel per day ($902,885 per vessel pcm) for the three months\nended March 31, 2026, compared to an average of approximately $30,476 per\nvessel per day ($926,990 per vessel pcm) for the three months ended March 31,\n2025;\n* a decrease of approximately $2.1 million attributable to a decrease in fleet\nutilization, which decreased to 90.6% for the three months ended March 31,\n2026, compared to 92.4% for the three months ended March 31, 2025;\n* a decrease of approximately $3.6 million or 3.1%, attributable to a net\n129-day decrease in vessel available days for the three months ended March 31,\n2026, compared to the three months ended March 31, 2025, primarily as a result\nof the sale of Navigator Saturn during the three months ended March 31, 2026,\ncompared to the three months ended March 31, 2025, and\n* a decrease of approximately $1.3 million, primarily attributable to a\ndecrease in invoiced pass-through voyage expense for the three months ended\nMarch 31, 2026, compared to the three months ended March 31, 2025. \nOperating Revenues – Unigas Pool. Operating revenues – Unigas Pool was\n$10.8 million, a decrease of 6.3% for the three months ended March 31, 2026,\ncompared to $11.5 million for the three months ended March 31, 2025. This\ndecrease was due to Happy Falcon being redelivered from the Unigas Pool\ndecreasing the number of our vessels operating in the pool from nine to eight,\nand decreased utilization across the pool fleet. These operating revenues\nrepresent our share of the operating revenues earned from our eight vessels\noperating within the independently managed Unigas Pool, based on agreed pool\npoints.\n\nBrokerage Commissions. Brokerage commissions, which typically vary between\n1.25% and 2.5% of operating revenues, were $1.8 million for the three months\nended March 31, 2026, compared to $1.9 million for the three months ended\nMarch 31, 2025.\n\nVoyage Expenses. Voyage expenses decreased by $1.3 million or 6.1% to $19.4\nmillion for the three months ended March 31, 2026, from $20.7 million for the\nthree months ended March 31, 2025. These voyage expenses are effectively\npass-through costs and correspond to a decrease in operating revenues of the\nsame amount.\n\nVessel Operating Expenses. Vessel operating expenses decreased by $1.2\nmillion or 2.6% to $45.8 million for the three months ended March 31, 2026,\nfrom $47.0 million for the three months ended March 31, 2025. Average daily\nvessel operating expenses decreased by $10 per vessel per day, or 0.11%, to\n$9,154 per vessel per day for the three months ended March 31, 2026, compared\nto $9,164 per vessel per day for the three months ended March 31, 2025, mainly\ndriven by lower crewing costs due to vessel disposals and the timing of\nproject related expenses incurred during the three months ended March 31, 2026\ncompared to the three months ended March 31, 2025.\n\nDepreciation and Amortization. Depreciation and amortization decreased by $2.3\nmillion to $31.9 million for the three months ended March 31, 2026, compared\nto $34.2 million for the three months ended March 31, 2025. The decrease is as\na result of the sale of Navigator Gemini, Navigator Saturn, and Happy Falcon,\noffset by the Purchased Vessels during the first quarter of 2025, and\nadditionally Navigator Pluto is fully depreciated for the three months ended\nMarch 31, 2026, compared to a depreciation charge of $1.3 million for the\nthree months ended March 31, 2025. Depreciation and amortization included\namortization of capitalized drydocking costs of $5.5 million for the three\nmonths ended March 31, 2026, and $5.7 million for three months ended March 31,\n2025.\n\nGeneral and Administrative Costs. General and administrative costs increased\nby $2.1 million to $10.3 million for the three months ended March 31, 2026,\ncompared to $8.1 million for the three months ended March 31, 2025. The\nincrease is primarily driven by project-specific legal and professional fees,\nas well as increased office-related expenses.\n\nProfit from Sale of Vessels. Profit from sale of vessels for the three months\nended March 31, 2026, was $12.1 million related to the sales of Navigator\nSaturn and Happy Falcon in January 2026, compared to no sale of vessels for\nthe three months ended March 31, 2025.\n\nUnrealized Gain/Loss on Non-Designated Derivative Instruments. The unrealized\ngain of $1.6 million on non-designated derivative instruments for the three\nmonths ended March 31, 2026 relates to a non-cash fair value gain on interest\nrate swaps that are used to hedge a number of our variable rate secured term\nloan and revolving credit facilities, as a result of increases in forward U.S.\nDollar SOFR interest rates. This is compared to an unrealized loss of $2.3\nmillion for the three months ended March 31, 2025.\n\nInterest Expense. Interest expense decreased by $0.6 million, or 4.5%, to\n$12.1 million for the three months ended March 31, 2026, from $12.7\nmillion for the three months ended March 31, 2025. This is primarily a result\nof a decrease in the average amount of debt outstanding, offset by lower U.S.\ndollar SOFR rates and lower average margins paid by the Company for the three\nmonths ended March 31, 2026, compared to the three months ended March 31,\n2025.\n\nUnrealized Foreign Exchange Loss. The unrealized foreign exchange loss of $0.6\nmillion for the three months ended March 31, 2026, relates to losses on\nforeign currency cash balances held, driven primarily by the Indonesian Rupiah\nweakening against the U.S. dollar during the three months ended March 31,\n2026, compared to an unrealized foreign exchange loss of $1.0 million for the\nthree months ended March 31, 2025.\n\nNet other income. The Company recognized $1.3 million for the three months\nended March 31, 2026 in other income from a third party relating to a claim\nfor damages caused to Navigator Neptune in 2021. The amount is the final\nsettlement and no further amounts in relation to this matter are anticipated,\ncompared to $4.8 million three months ended March 31, 2025 in other income\nfrom a third party relating to a claim and damages caused to Navigator Aries\nin 2016.\n\nIncome Taxes. Income taxes relate to taxes on our subsidiaries and businesses\nincorporated around the world, including those incorporated in the United\nStates of America. Income taxes were an expense of $1.0 million for the three\nmonths ended March 31, 2026, compared to a credit of $0.1 million for the\nthree months ended March 31, 2025, primarily related to movements in current\nand deferred taxes in relation to our equity investment in the Ethylene Export\nTerminal.\n\nShare of Result of Equity Method Investments. The share of the result of the\nCompany’s 50% ownership in the Export Terminal Joint Venture was an income\nof $2.6 million for the three months ended March 31, 2026, compared to a loss\nof $0.9 million for the three months ended March 31, 2025. Volumes exported\nthrough the Ethylene Export Terminal were 300,537 tons for the three months\nended March 31, 2026, compared to 85,553 tons for the three months ended March\n31, 2025.\n\nNon-Controlling Interests. On September 30, 2022, the Company entered into a\njoint venture (the \"Navigator Greater Bay Joint Venture\") with Greater Bay Gas\nCo. Ltd. (\"Greater Bay Gas\"). The Navigator Greater Bay Joint Venture was\nowned 60% by the Company and 40% by Greater Bay Gas. On October 14, 2025, the\nCompany increased its ownership interest in the Navigator Greater Bay Joint\nVenture from 60% to 75.1% through the acquisition of an additional 15.1%\ninterest for total cash consideration of $16.8 million. The Navigator Greater\nBay Joint Venture continues to be accounted for as a consolidated subsidiary\nin our consolidated financial statements, with the proportion owned by Greater\nBay Gas accounted for as a non-controlling interest. Net income attributable\nto Greater Bay Gas of $0.7 million is presented as part of the non-controlling\ninterest in our financial results for the three months ended March 31, 2026,\ncompared to net income attributable of $1.6 million for the three months ended\nMarch 31, 2025.\n\n\n\n Reconciliation of Non-GAAP Financial Measures \n The following table shows a reconciliation of net income to EBITDA and adjusted EBITDA for the three months ended March 31, 2026, and 2025: \n \n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n (in thousands) \n Net income $ 28,723 $ 36,385 \n Net interest expense 11,571 10,987 \n Income taxes (143 ) 1,036 \n Depreciation and amortization 34,186 31,933 \n EBITDA (4) 74,337 80,341 \n Unrealized loss/(gain) on non-designated derivative instruments 2,262 (1,593 ) \n Unrealized foreign exchange loss 991 591 \n Net other income (4,801 ) (1,337 ) \n Profit from sale of vessels — (12,064 ) \n Adjusted EBITDA (4) $ 72,789 $ 65,938 \n\n(4) EBITDA and Adjusted EBITDA are not measurements prepared in accordance\nwith U.S. GAAP. EBITDA represents net income before net interest expense,\nincome taxes, depreciation and amortization. We define Adjusted EBITDA as\nEBITDA before profit/loss on sale of vessel, realized and unrealized gain/loss\non non-designated derivative instruments and unrealized foreign currency\nexchange, write off of deferred financing costs, and other income. Management\nbelieves that EBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to\nStockholders of Navigator Holdings Ltd., Adjusted Basic Earnings per Share and\nAdjusted Diluted Earnings per Share are useful to investors in evaluating the\noperating performance of the Company but they do not represent and should not\nbe considered alternatives to consolidated net income, earnings per share,\ncash generated from operations, or any other GAAP measure.\n\nThe following table shows a reconciliation of net income attributable to\nstockholders of Navigator Holdings Ltd. to adjusted net income attributable to\nstockholders of Navigator Holdings Ltd., for the three months ended March 31,\n2026 and 2025:\n\n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n (in thousands except earnings per share and number of shares) \n Net income attributable to stockholders of Navigator Holdings Ltd. $ 27,036 $ 35,462 \n Unrealized loss /(gain) on non-designated derivative instruments 2,262 (1,593 ) \n Unrealized foreign exchange loss 991 591 \n Net other income (4,801 ) (1,337 ) \n Adjusted net income attributable to stockholders of Navigator Holdings Ltd. (5) $ 25,488 $ 33,123 \n \n Earnings per share attributable to stockholders of Navigator Holdings Ltd. \n Basic $ 0.39 $ 0.55 \n Diluted $ 0.39 $ 0.54 \n \n Adjusted Basic (6) $ 0.37 $ 0.51 \n Adjusted Diluted (6) $ 0.36 $ 0.50 \n \n Basic weighted average number of shares 69,380,259 64,936,248 \n Diluted weighted average number of shares 70,093,465 65,630,318 \n\nDuring the three months ended March 31, 2026, the Company revised its\ndefinition of adjusted net income attributable to stockholders of Navigator\nHoldings Ltd. to no longer exclude profit/loss on sale of vessels. The Company\nbelieves this change provides improved comparability and better reflects the\nCompany’s ongoing process of fleet renewal as business in the ordinary\ncourse. Prior‑period adjusted net income attributable to stockholders of\nNavigator Holdings Ltd. has been recast to conform to the current‑period\npresentation.\n\n(5) Adjusted net income attributable to stockholders of Navigator Holdings\nLtd. is not a measurement prepared in accordance with U.S. GAAP.\nAdjusted net income attributable to stockholders of Navigator Holdings Ltd.\nrepresents net income attributable to stockholders of Navigator Holdings Ltd.\nadjusted to exclude realized and unrealized gain/loss on non-designated\nderivative instruments and unrealized foreign currency exchange, write off of\ndeferred financing costs, and other income. Management believes that EBITDA,\nAdjusted EBITDA, Adjusted Net Income Attributable to Stockholders of Navigator\nHoldings Ltd., Adjusted Basic Earnings per Share and Adjusted Diluted Earnings\nper Share are useful to investors in evaluating the operating performance of\nthe Company but they do not represent and should not be considered\nalternatives to consolidated net income, earnings per share, cash generated\nfrom operations, or any other GAAP measure.\n\n(6) Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share\nare not measurements prepared in accordance with U.S. GAAP.\nAdjusted Basic Earnings per Share represents basic earnings per share adjusted\nto exclude realized and unrealized gain/loss on non-designated derivative\ninstruments and unrealized foreign currency exchange, write off of deferred\nfinancing costs, and other income. Adjusted Diluted Earnings per Share\nrepresents Adjusted Basic Earnings per Share adjusting the weighted average\nnumber of common shares used for calculating Adjusted Basic Earnings per Share\nfor the effects of all potentially dilutive shares. Management believes that\nEBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to Stockholders of\nNavigator Holdings Ltd., Adjusted Basic Earnings per Share and Adjusted\nDiluted Earnings per Share are useful to investors in evaluating the operating\nperformance of the Company but they do not represent and should not be\nconsidered alternatives to consolidated net income, earnings per share, cash\ngenerated from operations, or any other GAAP measure.\n\nLiquidity and Capital Resources\n\nLiquidity and Cash Needs. Our primary sources of funds are cash and cash\nequivalents, cash from operations, undrawn bank borrowings, proceeds from\nvessel sales, and proceeds from bond issuances.\n\nOur primary uses of funds are drydocking and other vessel maintenance\nexpenditures, voyage expenses, vessel operating expenses, general and\nadministrative costs, insurance costs, expenditures incurred in connection\nwith ensuring that our vessels comply with international and regulatory\nstandards, financing expenses and quarterly repayment of bank loans. We also\nexpect to use funds in connection with our Capital Return Policy. In addition,\nour medium-term and long-term liquidity needs relate to debt repayments,\nrepayment of bonds, payments for the Four Ethylene Newbuild Vessels (as\ndefined below), the Ammonia Newbuild Vessels (as defined below) and other\npotential future joint ventures, future vessel newbuilds, related investments,\nand other potential future vessel acquisitions, and or related port or\nterminal projects.\n\nThe Company repaid $28.5 million of the revolving credit portion of its $111.8\nmillion December 2022 Term Loan and Revolving Credit Facility in June 2025 and\n$62.9 million of the revolving credit portion of its $147.6 million August\n2024 Term Loan and Revolving Credit Facility in August 2025, totaling $91.4\nmillion.\n\nAs of March 31, 2026, the Company had unrestricted cash and cash equivalents\nof $150.0 million, restricted cash of $49.6 million, and available but undrawn\ncredit facilities of $91.4 million, providing the Company with total liquidity\nof $291.0 million.\n\nOn April 2, 2026, in light of ongoing geopolitical developments in the Middle\nEast and related market uncertainty, the Company drew $28.5 million of the\nrevolving credit portion of its $111.8 million December 2022 Term Loan and\nRevolving Credit Facility and $62.9 million of the revolving credit portion of\nits $147.6 million August 2024 Term Loan and Revolving Credit Facility,\ntotaling $91.4 million as a precautionary liquidity measure, placing the money\non deposit. The Company continues to monitor market conditions and intends to\nrepay the revolving credit amounts when conditions stabilize, subject to the\navailability of cash and cash equivalents and other capital allocation\nconsiderations.\n\nOur secured term loan facilities and revolving credit facilities contain\ncovenants that require the Company to maintain liquidity of no less than (i)\nup to $50.0 million, as applicable to the relevant loan facility, or (ii) 5%\nof total debt (representing $38.3 million as of March 31, 2026), whichever is\ngreater.\n\nMarch 2026 Senior Secured Term Loan. On March 2, 2026, the Company and certain\nof its subsidiaries entered into a $133.8 million senior secured pre- and\npost-delivery term loan (the “March 2026 Senior Secured Term Loan”) with\nABN AMRO Bank N.V., Credit Agricole Corporate & Investment Bank and, Nordea\nBank Abp, filial i Norge to partially finance the construction across two\ntranches of two of its ethylene newbuild vessels, Navigator Parsec and\nNavigator Pleione, and will use cash on hand to pay the remainder of the\nconstruction costs. The March 2026 Senior Secured Term Loan matures five years\nafter delivery of the second vessel, and the borrowers have the option to\nextend the facility for a further 12 months. The facility is non-amortizing\nfor the pre-delivery period and then each tranche amortizes from each vessel\ndelivery, with a balloon repayment of $100.3 million on the five-year\nmaturity date (if the 12-month extension is not taken). The facility bears\ninterest at a rate of Term SOFR plus 150 basis points. As of March 31, 2026,\nthe facility was partially drawn in the amount of $26.8 million.\n\nThe Company expects to finance the cost of its other two ethylene newbuild\nvessels, Navigator Proxima and Navigator Polaris, and its two ammonia vessels,\nNavigator Amundsen and Navigator Archer, using debt and cash on hand, and the\nCompany is well-progressed with arranging such third-party debt finance,\ntargeting closing in May and June 2026 respectively.\n\nGoing Concern. The Company has a responsibility to evaluate whether conditions\nand/or events raise substantial doubt over its ability to meet its future\nfinancial obligations as they become due within one year after the date that\nthe financial statements are expected to be issued. We believe, given our\ncurrent cash balances, that our financial resources, including the cash\nexpected to be generated within the year, will be sufficient to meet our\nliquidity and working capital needs for at least the next twelve months,\ntaking into account our existing capital commitments and debt service\nrequirements.\n\nFuture Obligations. As of March 31, 2026, the Company had $1,388.4 million\nin outstanding future obligations, which includes principal repayments on\nlong-term debt, including our Bonds, vessels under construction, and office\nlease commitments. Of the total outstanding obligation, $297.8 million falls\ndue within the twelve months ending March 31, 2027, and the balance of\n$1,090.6 million falls due after March 31, 2027.\n\nCapital Expenditures\n\nOn August 23, 2024, the Company entered into contracts to build the two new\n48,500 cubic meter capacity liquefied ethylene gas carriers with Jiangnan\nShipyard (Group) Co., Ltd. and China Shipbuilding Trading Co. Ltd., in China\n(the \"Original Newbuild Vessels\"). As part of the agreements then made, the\nCompany held an option to build two additional vessels of the same\nspecification and price (the \"Additional Newbuild Vessels\" and, together with\nthe Original Newbuild Vessels, the \"Four Ethylene Newbuild Vessels\"). On\nNovember 21, 2024, the Company exercised the option and entered into contracts\nto build the Additional Newbuild Vessels. The Four Ethylene Newbuild Vessels\nare scheduled to be delivered to the Company in March 2027, July 2027,\nNovember 2027 and January 2028 respectively, at an average shipyard price of\n$102.9 million per vessel. The Four Ethylene Newbuild Vessels will be able to\ncarry a wide variety of gas products, ranging from complex petrochemical\ngases, including ethylene and ethane, to LPG and clean ammonia. Additionally,\nthe Four Ethylene Newbuild Vessels will be fitted with dual-fuel engines for\nethane, a low-carbon intensity transitional fuel, and made retrofit-ready for\nusing ammonia as a fuel in the future, and they will be capable of transiting\nthrough both the former and the new Panama Canal locks, providing enhanced\nflexibility.\n\nOn July 17, 2025, the Company announced that it had entered into a joint\nventure agreement with Amon Gas. The Amon Joint Venture intends to acquire two\nnewbuild 51,530 cubic-meter capacity ammonia-fueled, ice-class, liquefied\nammonia carriers, which will also be capable of carrying liquefied petroleum\ngas. On December 31, 2025, the Company owned 61% of the Amon Joint Venture,\nand Amon Gas owned 39%. Under the terms and conditions of the investment, the\nCompany expects to own 79.5% of the Amon Joint Venture and Amon Gas expects to\nown 20.5% when the vessels are delivered in 2028. The Amon Joint Venture has\nentered into contracts with Nantong CIMC Sinopacific Offshore & Engineering\nCo., Ltd. to build the Two Ammonia Newbuild Vessels, with deliveries scheduled\nto take place in June and October 2028 respectively, at an average yard price\nof $87 million per vessel. Once delivered, subject to customary conditions,\neach of the Two Ammonia Newbuild Vessels is expected to be operated by the\nAmon Joint Venture pursuant to a five-year time charter with Yara Clean\nAmmonia.\n\nCash Flows\n\nThe following table summarizes our cash, cash equivalents and restricted cash\nprovided by/(used in) operating, investing and financing activities for the\nthree months ended March 31, 2026 and 2025:\n\n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n (in thousands) \n Net cash provided by operating activities $ 63,305 $ 41,816 \n Net cash (used in)/provided by investing activities (107,557 ) 23,910 \n Net cash provided by/(used in) financing activities 44,464 (70,400 ) \n Effect of exchange rate changes on cash, cash equivalents and restricted cash (991 ) (591 ) \n Net decrease in cash, cash equivalents and restricted cash $ (779 ) $ (5,265 ) \n\nNet Cash Provided by Operating Activities. Net cash provided by operating\nactivities for the three months ended March 31, 2026, decreased to $41.8\nmillion, from $63.3 million for the three months ended March 31, 2025, a\ndecrease of $21.5 million. Net income increased by $7.0 million to $36.4\nmillion for the three months ended March 31, 2026, after adjusting for\nnon‑cash items, including unrealized losses on non‑designated derivative\ninstruments and our share of results from equity method investments. However,\nthis improvement in earnings was offset by a net decrease in working capital\nof $10.5 million during the period, driven primarily by increases in\naccounts receivable, insurance claim receivables, other current assets,\naccounts payable and accrued liabilities. This compared to an increase in net\nincome of $3.8 million for the three months ended March 31, 2025 and an\nincrease in working capital of $7.9 million during the three months ended\nMarch 31, 2025.\n\nNet cash flow from operating activities principally depends upon charter rates\nattainable, fleet utilization, fluctuations in working capital balances,\noperating expenditures, repairs and maintenance activity, the amount and\nduration of drydocks, and changes in foreign currency rates.\n\nWe are required to drydock each vessel once every five years until it reaches\n15 years of age, after which we drydock vessels approximately every two and a\nhalf years. Drydocking each vessel, including travelling to and from the\ndrydock, takes approximately 20-30 days in total. Drydocking days generally\ninclude approximately 5-10 days of voyage time to and from the drydocking\nshipyard and approximately 15-20 days of actual drydocking time. Three of our\nvessels completed their respective drydockings during the three months ended\nMarch 31, 2026.\n\nWe estimate the current cost of a five-year drydocking for one of our vessels\nto be approximately $1.5 million, a ten-year drydocking cost to be\napproximately $1.7 million, and the 15-year and 17-year drydocking costs to be\napproximately $2.0 million each (including the cost of classification society\nsurveys). As our vessels age and our fleet expands, our drydocking expenses\nwill increase. Ongoing costs for compliance with environmental regulations are\nprimarily included as part of drydocking, such as the requirement to install\nballast water treatment plants, and classification society survey costs, with\na balance included as a component of our operating expenses.\n\nCash Used in/Provided by Investing Activities. Net cash provided by investing\nactivities was $23.9 million for the three months ended March 31, 2026,\nprimarily related to $20.0 million of proceeds from the sale of Navigator\nSaturn and Happy Falcon, and distributions from our investment in the Ethylene\nExport Terminal of $4.8 million.\n\nNet cash used in investing activities was $107.6 million for the three months\nended March 31, 2025, primarily related to contributions to our investment in\nthe Terminal Expansion Project of $4.0 million, $20.6 million as payments\nfor our Four Ethylene Newbuild Vessels under construction, and $83.7 million\nfor the purchase of the Purchased Vessels.\n\nCash Provided by/Used in Financing Activities. Net cash used in financing\nactivities was $70.4 million for the three months ended March 31, 2026,\nprimarily as a result of the Company's purchase of 3,500,000 shares of common\nstock from BW Group Limited and other share repurchase programs of\n$62.2 million, $29.3 million of scheduled quarterly debt and revolving\ncredit facility repayments, and quarterly dividend payments of $4.3 million.\nThese outflows were partially offset by a $26.8 million drawdown from our\nMarch 2026 Senior Secured Term Loan.\n\nNet cash provided by financing activities was $44.5 million for the three\nmonths ended March 31, 2025, primarily as a result of the drawdown of the\nFebruary 2025 Secured Term Loan of $74.6 million, offset by scheduled debt\nfacility repayments totaling $26.3 million, and $1.9 million of share\nrepurchases under our Return of Capital policy.\n\nSecured Term Loan Facilities, Revolving Credit Facilities, and Terminal\nFacility\n\nGeneral. Navigator Gas LLC., our wholly-owned subsidiary, and certain of our\nvessel-owning subsidiaries have entered into various secured term loan\nfacilities and revolving credit facilities as summarized in the table below.\nFor additional information regarding our secured term loan facilities and\nrevolving credit facilities, please read “Item 5—Operating and Financial\nReview and Prospects—B. Liquidity and Capital Resources—Secured Term Loan\nFacilities and Revolving Credit Facilities” in the Company's 2025 Annual\nReport.\n\nThe table below summarizes our facilities as of March 31, 2026: \n\n Facility agreement Original Principal Undrawn Interest rate Facility maturity date \n facility amount RCF \n amount outstanding component \n (in millions) \n August 2021 Loan Agreement 67.0 29.1 — Fixed 378 BPS June 2026 \n February 2025 Secured Term Loan 74.6 74.6 — Term SOFR + 180 BPS August 2026/ February 2028 (7) \n October 2013 DB Credit Facility A 57.7 6.0 — Comp SOFR + 247 BPS April 2027 \n December 2022 Secured Term loan and RCF 111.8 39.4 28.5 Term SOFR + 209 BPS September 2028 \n July 2015 DB Credit Facility B 60.9 14.0 — Comp SOFR + 247 BPS December 2028 \n July 2015 Santander Credit Facility B 55.8 14.0 — Comp SOFR + 247 BPS January 2029 \n March 2023 Secured Term Loan 200.0 100.2 — Comp SOFR + 205 BPS March 2029 \n December 2022 Secured Term Loan 151.3 117.1 — Term SOFR + 220 BPS December 2029 \n August 2024 Secured Term Loan and RCF 147.6 64.5 62.9 Term SOFR + 190 BPS August 2030 \n May 2025 Secured Term Loan and RCF 300.0 280.0 — Term SOFR + 170 BPS May 2031 \n March 2026 Senior Secured Term Loan 133.8 26.8 — Term SOFR + 150 BPS January 2033 \n Total $ 1,360.5 $ 765.7 $ 91.4 (8) \n\nMarch 2026 Senior Secured Term Loan. On March 2, 2026, the Company and certain\nof its subsidiaries entered into a $133.8 million senior secured pre- and\npost-delivery term loan (the “March 2026 Senior Secured Term Loan”) with\nABN AMRO Bank N.V., Credit Agricole Corporate & Investment Bank and, Nordea\nBank Abp, filial i Norge to partially finance the construction across two\ntranches of two of its ethylene newbuild vessels, Navigator Parsec and\nNavigator Pleione, and will use cash on hand to pay the remainder of the\nconstruction costs. The March 2026 Senior Secured Term Loan matures five years\nafter delivery of the second vessel, and the borrowers have the option to\nextend the facility for a further 12 months. The facility is non-amortizing\nfor the pre-delivery period and then each tranche amortizes from each vessel\ndelivery, with a balloon repayment of $100.3 million on the five-year\nmaturity date (if the 12-month extension is not taken). The facility bears\ninterest at a rate of Term SOFR plus 150 basis points. As of March 31, 2026,\nthe facility was partially drawn in the amount of $26.8 million.\n\nLoan Facility Covenants. There are certain financial covenants within each of\nthe Company’s secured loan facilities that are typical for transactions of\nthis types. These covenants include:\n\n(7) The February 2025 Secured Term Loan facility matures in August, 2026,\nhowever the borrower has an option to extend the facility for a further 18\nmonths on payment of a $25 million partial bullet repayment, which if paid\nwould extend the maturity date from August 2026 to February 2028. \n(8) On April 2, 2026, in light of ongoing geopolitical developments in the\nMiddle East and related market uncertainty, the Company drew $28.5 million of\nthe revolving credit portion of its $111.8 million December 2022 Term Loan and\nRevolving Credit Facility and $62.9 million of the revolving credit portion of\nits $147.6 million August 2024 Term Loan and Revolving Credit Facility,\ntotaling $91.4 million as a precautionary liquidity measure, placing the money\non deposit. The Company continues to monitor market conditions and intends to\nrepay the revolving credit amounts when conditions stabilize, subject to the\navailability of cash and cash equivalents and other capital allocation\nconsiderations.\n* maintenance at all times of a minimum balance of cash and cash equivalents\nof up to the greater of $50 million and 5% of the total indebtedness;\n* maintenance of the ratio of value adjusted total stockholders’ equity to\nvalue adjusted total assets of not less than 30%;\n* that the aggregate fair market value of the collateral vessels be no less\nthan 110% of the aggregate amount outstanding under the relevant facility.\nRestrictive Covenants. The secured loan facilities provide that the borrowers\nmay not declare or pay dividends to shareholders out of operating revenue\ngenerated by the vessels securing the indebtedness if an event of default has\noccurred and is continuing. The secured term loan facilities and revolving\ncredit facilities also typically limit the borrowers from, among other things,\nincurring further indebtedness or entering into mergers and divestitures. The\nsecured facilities also contain general covenants that require the borrowers\nto maintain adequate insurance coverage and to maintain the vessels, and\ninclude customary events of default including those relating to a failure to\npay principal or interest, a breach of covenant, representation or warranty, a\ncross-default to other indebtedness, or non-compliance with security\ndocuments.\n\nBorrowers are required to deliver quarterly compliance certificates, which are\nprovided on a semi-annual basis on June 30 and December 31, including\nproviding average valuations of the vessels securing the applicable facility\nfrom two independent ship brokers. Upon delivery of the valuations, if the\nmarket value of the collateral vessels is less than 110% to 135% of the\noutstanding indebtedness under the applicable facilities, the borrowers must\neither provide additional collateral or repay any amount in excess of 110% to\n135% of the market value of the collateral vessels, as applicable. As of\nMarch 31, 2026, the Company considers that it was in full compliance with all\nsuch covenants under all of its facilities.\n\nCritical Accounting Estimates\n\nWe prepare our consolidated financial statements in accordance with U.S. GAAP,\nwhich requires us to make estimates in the application of our accounting\npolicies based on our best assumptions, judgments and opinions. On a regular\nbasis, management reviews the accounting policies, assumptions, estimates and\njudgments to ensure that our consolidated financial statements are presented\nfairly and in accordance with U.S. GAAP. However, because future events and\ntheir effects cannot be determined with certainty, actual results could differ\nfrom our assumptions and estimates, and such differences could be material.\nFor a description of our material accounting policies, please read Note\n\"2—Summary of Significant Accounting Policies\" to the Company's 2025 Annual\nReport.\n\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\n\nWe are exposed to market risk from changes in interest rates and foreign\ncurrency fluctuations, as well as inflation. We use interest rate swaps to\nmanage some of our interest rate risks. We do not use interest rate swaps or\nany other financial instruments for trading or speculative purposes.\n\nInterest Rate Risk. We are exposed to the impact of interest rate changes\nthrough borrowings that require us to make interest payments based on SOFR. We\nare party to a fixed-rate unsecured bond and our wholly-owned subsidiaries and\ncertain of our vessel-owning subsidiaries are party to secured term loans and\nrevolving credit facilities that bear interest at rates of SOFR plus margins\nof between 150 and 326 basis points. At March 31, 2026, $508.4 million of\nour outstanding debt (including our bond and excluding deferred finance costs)\nhad fixed rates or was hedged using interest rate swaps and therefore is not\nexposed to changes in interest rate movements, whereas $397.0 million\n(excluding deferred finance costs) was not hedged and is therefore subject to\nvariable interest rates. Based on this, a hypothetical increase in SOFR of 100\nbasis points would, all other things being equal, result in $4.0 million of\nadditional annual interest expense on our indebtedness outstanding as of\nMarch 31, 2026.\n\nWe use interest rate swaps to reduce our exposure to market risk from changes\nin interest rates. The principal objective of these contracts is to minimize\nthe risks and costs associated with our floating-rate debt. The Company is\nexposed to the risk of credit loss in the event of non-performance by the\ncounterparty to the interest rate swap agreements.\n\nForeign Currency Exchange Rate Risk. Our primary economic environment is the\ninternational shipping market. This market utilizes the U.S. Dollar as its\nfunctional currency. Consequently, most of our revenue is generated in U.S.\nDollars. Our expenses are in the currency invoiced by each supplier, and we\nremit funds in various currencies. We incur some vessel operating expenses and\ngeneral and administrative costs in foreign currencies, primarily Euros, Pound\nSterling, Danish Kroner, and Polish Zloty, and therefore there is a\ntransactional risk that currency fluctuations could have a negative effect on\nour cash flows and financial condition. We have not entered into any\nderivative contracts to mitigate our exposure to foreign currency exchange\nrate risk as of March 31, 2026.\n\nInflation. We are exposed to increases in operating costs arising from vessel\noperations, including crewing, vessel repair costs, drydocking costs,\ninsurance and fuel prices as well as from general inflation, and we are\nsubject to fluctuations as a result of general market forces. Increases in\nbunker costs could have a material effect on our future operations if the\nnumber and duration of our voyage charters or contracts of affreightment\n(\"COAs\") increase. In the case of the 47 vessels owned and commercially\nmanaged by us as of March 31, 2026, 32 were employed on time charter and as\nsuch it is the charterers who pay for the fuel on those vessels. If our\nvessels are employed under voyage charters or COAs, freight rates are\ngenerally sensitive to the price of fuel however a sharp rise in bunker prices\nmay have a temporary negative effect on our results as, typically, freight\nrates do not adjust immediately, unless the charter contract includes a bunker\nadjustment clause.\n\nCredit Risk. We may be exposed to credit risks in relation to vessel\nemployment, and at times we may have multiple vessels employed by the same\ncharterer. We consider and evaluate the concentration of credit risk and\nperform ongoing evaluations of these charterers. At March 31, 2026, five of\nour vessels were employed by the same charterer, resulting in a concentration\nof credit exposure with that counterparty, which we actively monitor as part\nof our ongoing credit risk assessment. We invest our surplus funds with\nreputable financial institutions, and as of March 31, 2026, all such deposits\nhad maturities of no more than three months.\n\n UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS \n \n Condensed Consolidated Statements of Operations \n (Unaudited) \n \n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n (in thousands except share and per share data) \n Revenue \n Operating revenues $ 139,903 $ 129,837 \n Operating revenues – Unigas Pool 11,504 10,782 \n Total operating revenues 151,407 140,619 \n Expenses \n Brokerage commission 1,915 1,814 \n Voyage expenses 20,661 19,398 \n Vessel operating expenses 47,014 45,814 \n Depreciation and amortization 34,186 31,933 \n General and administrative costs 8,124 10,251 \n Profit from sale of vessels — (12,064 ) \n Total net operating expenses 111,900 97,146 \n Operating income 39,507 43,473 \n Other income/(expenses) \n Unrealized (loss)/gain on non-designated derivative instruments (2,262 ) 1,593 \n Interest expense (12,692 ) (12,115 ) \n Interest income 1,121 1,128 \n Unrealized foreign exchange loss (991 ) (591 ) \n Other income 4,801 1,337 \n Income before taxes and share of result of equity method investments 29,484 34,825 \n Income taxes 143 (1,036 ) \n Share of result of equity method investments (904 ) 2,596 \n Net income 28,723 36,385 \n Net income attributable to non-controlling interest (1,687 ) (923 ) \n Net Income attributable to stockholders of Navigator Holdings Ltd. $ 27,036 $ 35,462 \n \n Earnings per share attributable to stockholders of Navigator Holdings Ltd.: \n Basic: $ 0.39 $ 0.55 \n Diluted: $ 0.39 $ 0.54 \n Weighted average number of shares outstanding in the period: \n Basic: 69,380,259 64,936,248 \n Diluted: 70,093,465 65,630,318 \n\n\n\n Condensed Consolidated Statements of Comprehensive Income \n (Unaudited) \n \n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n (in thousands) \n Net income $ 28,723 $ 36,385 \n Other comprehensive income: \n Foreign currency translation gain 394 (313 ) \n Total comprehensive income $ 29,117 $ 36,072 \n \n Total comprehensive income attributable to: \n Stockholders of Navigator Holdings Ltd. $ 27,430 $ 35,149 \n Non-controlling interest 1,687 923 \n Total comprehensive income $ 29,117 $ 36,072 \n\n\n\n Condensed Consolidated Balance Sheet \n (Unaudited) \n \n As at December 31, 2025 As at March 31, 2026 \n (in thousands, except share data) \n Assets \n Current assets \n Cash and cash equivalents $ 154,950 $ 150,023 \n Restricted cash 49,921 49,583 \n Accounts receivable, net of allowance for credit losses 34,808 42,999 \n Accrued income 7,832 9,584 \n Prepaid expenses and other current assets 19,466 20,991 \n Bunkers and other inventory 15,412 14,188 \n Insurance receivable 6,520 11,030 \n Amounts due from related parties 6,542 7,620 \n Total current assets 295,451 306,018 \n \n Non-current assets \n Vessels, net 1,601,045 1,561,089 \n Vessels under construction 115,321 117,601 \n Assets held for sale 7,761 15,231 \n Property, plant and equipment, net 302 273 \n Intangible assets, net of accumulated amortization 360 314 \n Equity method investments 247,935 245,741 \n Derivative assets 1,372 1,091 \n Right-of-use asset 1,282 4,400 \n Other non-current assets 8,285 8,285 \n Total non-current assets 1,983,663 1,954,025 \n Total Assets $ 2,279,114 $ 2,260,043 \n \n Liabilities and Stockholders’ Equity \n Current liabilities \n Current portion of secured term loan facilities, net of deferred financing costs $ 168,066 $ 170,943 \n Current portion of operating lease liabilities 1,203 947 \n Accounts payable 12,641 12,079 \n Accrued expenses and other liabilities 35,450 42,940 \n Accrued interest 4,084 6,201 \n Deferred income 27,283 30,819 \n Derivative liability 2,219 345 \n Total current liabilities 250,946 264,274 \n \n Non-current liabilities \n Secured term loan facilities and revolving credit facilities, net of current portion and deferred financing costs 593,960 587,818 \n Senior unsecured bond, net of deferred financing costs 138,183 138,302 \n Operating lease liabilities, net of current portion 1,636 4,956 \n Deferred income 18,000 18,000 \n Deferred tax liabilities 19,648 19,983 \n Total non-current liabilities 771,427 769,059 \n Total liabilities 1,022,373 1,033,333 \n Commitments and contingencies \n Stockholders’ Equity \n Common stock—$0.01 par value per share; 400,000,000 shares authorized; 61,699,971 shares issued and outstanding at March 31, 2026 (December 31, 2025: 65,250,444) 653 618 \n Additional paid-in capital 799,433 799,877 \n Accumulated other comprehensive loss (408 ) (721 ) \n Retained earnings 427,162 396,112 \n Total Navigator Holdings Ltd. Stockholders’ Equity 1,226,840 1,195,886 \n Non-controlling interest 29,901 30,824 \n Total equity 1,256,741 1,226,710 \n Total Liabilities and Stockholders’ Equity $ 2,279,114 $ 2,260,043 \n\n\n\n Condensed Consolidated Statements of Stockholders’ Equity \n (Unaudited) \n For the Three Months Ended March 31, 2026: \n (in thousands, except Common stock data) \n Common stock \n Number of shares Amount $0.01 par value Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Non-Controlling Interest Total \n January 1, 2026 65,250,444 $ 653 $ 799,433 $ (408 ) $ 427,162 $ 29,901 $ 1,256,741 \n Restricted shares issued — — — — — — — \n Unrestricted shares issued — — — — — — — \n Net income — — — — 35,462 923 36,385 \n Foreign currency translation — — — (313 ) — — (313 ) \n Dividend paid — — — — (4,319 ) — (4,319 ) \n Repurchase of common stock (3,550,473 ) (35 ) — — (62,193 ) — (62,228 ) \n Share-based compensation plan — — 444 — — — 444 \n March 31, 2026 61,699,971 $ 618 $ 799,877 $ (721 ) $ 396,112 $ 30,824 $ 1,226,710 \n\n\n\n\n\n For the Three Months Ended March 31, 2025: \n (in thousands, except share data) \n Common stock \n Number of shares Amount $0.01 par value Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Non-Controlling Interest Total \n January 1, 2025 69,397,648 $ 695 $ 800,800 $ (548 ) $ 404,522 $ 40,895 $ 1,246,364 \n Restricted shares issued — — — — — — — \n Unrestricted shares issued 243 — — — — — — \n Net income — — — — 27,036 1,687 28,723 \n Foreign currency translation — — — 394 — — 394 \n Dividend declared — — — — (3,463 ) (1,600 ) (5,063 ) \n Repurchase of common stock (136,295 ) (1 ) — — (1,930 ) — (1,931 ) \n Share-based compensation plan — — 352 — — — 352 \n March 31, 2025 69,261,596 $ 694 $ 801,152 $ (154 ) $ 426,165 $ 40,982 $ 1,268,839 \n\n\n\n\n\n See accompanying notes to condensed unaudited consolidated financial statements. \n \n Condensed Consolidated Statements of Cash Flows \n (Unaudited) \n \n Three months ended March 31, 2025 Three months ended March 31, 2026 \n (in thousands) \n Cash flows from operating activities \n Net income $ 28,723 $ 36,385 \n Adjustments to reconcile net income to net cash provided by operating activities \n Unrealized loss/(gain) on non-designated derivative instruments 2,262 (1,593 ) \n Depreciation and amortization 34,186 31,933 \n Payment of drydocking costs (4,202 ) (7,090 ) \n Profit from sale of vessels — (12,064 ) \n Share-based compensation expense 352 444 \n Amortization of deferred financing costs 790 776 \n Share of results of equity method investments 904 (2,596 ) \n Deferred taxes (490 ) 335 \n Repayments under operating lease obligations (397 ) (400 ) \n Net other income (4,801 ) (1,337 ) \n Other unrealized foreign exchange loss/(gain) 781 274 \n Changes in operating assets and liabilities \n Accounts receivable (3,870 ) (8,191 ) \n Insurance claims receivables (2,662 ) (4,510 ) \n Bunkers and lubricant oils (1,778 ) 1,224 \n Accrued income, prepaid expenses and other current assets (2,907 ) (3,277 ) \n Accounts payable, accrued interest, accrued expenses and other liabilities 15,304 12,581 \n Amounts from related parties 1,110 (1,078 ) \n Net cash provided by operating activities 63,305 41,816 \n Cash flows from investing activities \n Additions to vessels and equipment (83,741 ) (44 ) \n Additions to vessels under construction (20,580 ) (794 ) \n Contributions to equity method investments (4,000 ) — \n Distributions from equity method investments — 4,790 \n Investment in preferred securities (1,250 ) — \n Net proceeds from sale of vessels — 19,958 \n Insurance recoveries 2,014 — \n Net cash (used in)/provided by investing activities (107,557 ) 23,910 \n Cash flows from financing activities \n Proceeds from secured term loan facilities and revolving credit facilities 74,600 26,754 \n Direct financing cost of secured term loan and revolving credit facilities and unsecured bonds (261 ) (1,338 ) \n Repurchase of share capital (1,931 ) (62,228 ) \n Repayment of secured term loan facilities and revolving credit facilities (26,344 ) (29,269 ) \n Dividend paid to non-controlling interest (1,600 ) — \n Dividends paid — (4,319 ) \n Net cash provided by/(used in) financing activities 44,464 (70,400 ) \n Effect of exchange rate changes on cash, cash equivalents and restricted cash (991 ) (591 ) \n Net decrease in cash, cash equivalents and restricted cash (779 ) (5,265 ) \n Cash, cash equivalents and restricted cash at beginning of period 139,797 204,871 \n Cash, cash equivalents and restricted cash at end of period $ 139,018 $ 199,606 \n \n Supplemental Information \n Total interest paid during the period, net of amounts capitalized $ 10,488 $ 10,729 \n Total tax paid during the period 451 317 \n Cash, cash equivalents 91,032 150,023 \n Restricted cash 47,986 49,583 \n Cash, cash equivalents and restricted cash $ 139,018 $ 199,606 \n\nSee accompanying notes to condensed unaudited consolidated financial\nstatements.\n\nNotes to the Condensed Consolidated Financial Statements (Unaudited)\n\n1. General Information and Basis of Presentation\n\nGeneral Information\n\nNavigator Holdings Ltd. (the “Company”), the ultimate parent company of\nthe Navigator Group of companies, is registered in the Republic of the\nMarshall Islands. The Company has a core business of owning and operating a\nfleet of liquefied gas carriers. As of March 31, 2026, the Company owned and\noperated 55 gas carriers (the “Vessels”), each having a cargo capacity of\nbetween 3,770 cbm and 38,000 cbm, of which 27 were ethylene and ethane-capable\nvessels.\n\nThe Company entered into a joint venture (the “Navigator Greater Bay Joint\nVenture”) with Greater Bay Gas Co. Ltd. (“Greater Bay Gas”) in September\n2022, which joint venture entity acquired two 17,000 cbm, 2018-built\nethylene-capable liquefied gas carriers, and three 22,000 cbm, 2019-built\nethylene-capable liquefied gas carriers.\n\nThe Company entered into a joint venture (the “Amon Joint Venture”) with\nAmon Gas Holdings AS (\"Amon Gas\") in July 2025. The Amon Joint Venture has\nentered into contracts with Nantong CIMC Sinopacific Offshore & Engineering\nCo., Ltd., to build two 51,530 cubic meter capacity ammonia-fueled liquefied\nammonia carriers (the “Ammonia Newbuild Vessels”), which will also be\ncapable of carrying liquefied petroleum gas. Deliveries for the Ammonia\nNewbuild Vessels are scheduled to take place in June and October 2028\nrespectively, at an average yard price of $87 million per vessel. At\nMarch 31, 2026, the Company owned 61% of the Amon Joint Venture, and Amon Gas\nowned 39%, which is consolidated in our consolidated financial statements.\nUnder the terms and conditions of the investment, the Company expects to own\n79.5% of the Amon Joint Venture and Amon Gas expects to own 20.5% upon\ndelivery of the vessels in 2028.\n\nThe Company owns a 50% share, through a joint venture with Enterprise Products\nPartners (the “Export Terminal Joint Venture”), of an ethylene export\nmarine terminal at Morgan’s Point, Texas on the Houston Ship Channel (the\n“Ethylene Export Terminal”), which has the capacity to export at least\n1.55 million tons of ethylene per year.\n\nUnless the context otherwise requires, all references in the consolidated\nfinancial statements to “our”,” we” and “us” refer to the Company.\n\nBasis of Presentation\n\nThese unaudited interim condensed consolidated financial statements have been\nprepared in accordance with accounting principles generally accepted in the\nUnited States of America (“U.S. GAAP”) for interim financial information\nand related Securities and Exchange Commission (“SEC”) rules for interim\nfinancial reporting. Accordingly, they do not include all of the information\nand footnotes required by U.S. GAAP for complete financial statements. In our\nopinion, all adjustments consisting of normal recurring items, necessary for a\nfair statement of financial position, operating results and cash flows have\nbeen included in the unaudited interim condensed consolidated financial\nstatements and related notes. The unaudited interim condensed consolidated\nfinancial statements and related notes should be read in conjunction with the\naudited consolidated financial statements and related notes for the year ended\nDecember 31, 2025, included in our Annual Report on Form 20-F filed with the\nSEC on March 12, 2026 (the “2025 Annual Report”). The year-end condensed\nbalance sheet data was derived from the audited financial statements but does\nnot include all disclosures required by accounting principles generally\naccepted in the United States of America. The results for the three months\nended March 31, 2026, are subject to seasonal and other fluctuations and are\nnot necessarily indicative of results for the year ending December 31, 2026,\nor any other future periods.\n\nThe accompanying unaudited condensed consolidated financial statements include\nthe accounts of the Company, its subsidiaries and variable interest entities\n(“VIE”) for which the Company is a primary beneficiary (please read Note\n14. Variable Interest Entities for additional information). All intercompany\naccounts and transactions have been eliminated on consolidation. References to\njoint venture include all operations under joint arrangements for accounting\npurposes.\n\nManagement has evaluated the Company’s ability to continue as a going\nconcern and considered the conditions and events that could give rise to\nsubstantial doubt about the Company’s ability to continue as a going concern\nwithin 12 months after the financial statements are issued. As part of the\nevaluation, and among other things, management has considered the following:\n* our current financial condition and liquidity sources, including current\nfunds available and forecasted future cash flows; and\n* the severity and duration of any world events and armed conflicts, including\nthe Russian-Ukrainian war, conflicts in the Israel-Gaza region and the broader\nconflict in the Middle East involving Iran and other nations, and associated\nrepercussions to supply and demand for oil and gas and the global economy\ngenerally, as well as possible effects of trade disruptions and trade tariffs;\nFollowing the evaluation, Management has determined that it is appropriate to\ncontinue to adopt the going concern basis in preparing the financial\nstatements.\n\nA discussion of the Company’s significant accounting policies can be found\nin the Company’s consolidated financial statements included in the Company's\n2025 Annual Report. There have been no material changes to these policies in\nthe three months ended March 31, 2026.\n\nRecent Accounting Pronouncements\n\nNew accounting standards issued as of March 31, 2026, may affect future\nreporting by Navigator Holdings Ltd. The Company's 2025 Annual Report contains\na list of such accounting pronouncements that may be relevant in the future\nand no new material accounting pronouncements were announced during the three\nmonths ended March 31, 2026 and through the date of this filing. The impact of\nthese pronouncements on the Company's financial reporting was assessed and the\nCompany concluded that no material impact for current and future reporting\nperiods is expected.\n\n2. Operating Revenues\n\nThe following table discloses operating revenues by contract type for the\nthree months ended March 31, 2026, and 2025:\n\n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n (in thousands) \n Time charters $ 87,184 $ 81,423 \n Voyage charters 52,719 48,414 \n Operating revenues from Unigas Pool 11,504 10,782 \n Total operating revenues $ 151,407 $ 140,619 \n\nTime Charter Revenue\n\nAs of March 31, 2026, 32 of the Company’s 47 operated vessels (excluding\nthe eight vessels operating within the independently managed Unigas Pool) were\nsubject to time charters, 22 of which will expire within one year, 6 of which\nwere to expire within three years, and 4 of which will expire within six years\nfrom the balance sheet date (December 31, 2025: 29 of the Company’s 49\noperated vessels were subject to time charters, 19 of which were to expire\nwithin one year, seven of which were to expire within three years, and three\nof which were to expire within five years). The estimated undiscounted cash\nflows for committed time charter revenues that are expected to be received on\nan annual basis for ongoing time charters, as of March 31, 2026, are as\nfollows:\n\n (in thousands of U.S. dollars) \n Within 1 year $ 195,966 \n In the second year 69,932 \n In the third year 53,997 \n In the fourth year 19,308 \n Thereafter $ 22,274 \n $ 361,477 \n\nFor time charter revenue accounted for under ASC 842, the amount of accrued\nincome on the Company’s unaudited condensed consolidated balance sheet as of\nMarch 31, 2026, was $1.4 million (December 31, 2025: $1.5 million). The\namount of hire payments received in advance under time charter contracts,\nrecognized as a liability and reflected within deferred income on the\nCompany’s unaudited condensed consolidated balance sheet as of March 31,\n2026, was $30.5 million (December 31, 2025: $27.2 million). Deferred income\nallocated to time charters will be recognized ratably over time, which is\nexpected to be within one month from March 31, 2026.\n\nVoyage Charter Revenue\n\nVoyage charter revenue, which includes revenue from contracts of\naffreightment, is shown net of address commissions.\n\nAs of March 31, 2026, for voyage charter and contract of affreightment\nservices accounted for under ASC 606, the amount of contract assets reflected\nwithin accrued income on the Company’s unaudited condensed consolidated\nbalance sheet was $5.5 million (December 31, 2025: $3.2 million). Changes\nin the contract asset balance between balance sheet dates reflects income\naccrued after loading of the cargo commences but before an invoice has been\nraised to the charterer, as well as changes in the number of the Company’s\nvessels contracted under voyage charters or contracts of affreightment.\n\nThe period opening and closing balance of receivables from voyage charters,\nincluding contracts of affreightment, was $14.1 million and $16.0 million,\nrespectively, as of March 31, 2026 (December 31, 2025: $19.5 million and\n$14.1 million, respectively) and is reflected within net accounts receivable\non the Company’s unaudited condensed consolidated balance sheet.\n\nThe amount allocated to costs incurred to fulfill a contract with a charterer,\nwhich are costs incurred following the commencement of a contract or charter\nparty but before the loading of the cargo commences, was $2.1 million as of\nMarch 31, 2026 (December 31, 2025: $0.9 million) and is reflected within\nprepaid expenses and other current assets on the Company’s unaudited\ncondensed consolidated balance sheet.\n\n3. Vessels\n\n Vessels Drydocking Total \n (in thousands) \n Cost \n January 1, 2026 $ 2,396,180 $ 95,625 $ 2,491,805 \n Additions 44 7,090 7,134 \n Transfer to assets held for sale (36,141 ) (3,365 ) (39,506 ) \n Write-offs of fully amortized assets (444 ) (3,569 ) (4,013 ) \n March 31, 2026 2,359,639 95,781 2,455,420 \n \n Accumulated Depreciation \n January 1, 2026 838,992 51,768 890,760 \n Charge for the period 25,955 5,904 31,859 \n Transfer to assets held for sale (22,057 ) (2,218 ) (24,275 ) \n Write-offs of fully amortized assets (444 ) (3,569 ) (4,013 ) \n March 31, 2026 842,446 51,885 894,331 \n \n Net Book Value \n December 31, 2025 1,557,188 43,857 1,601,045 \n March 31, 2026 $ 1,517,193 $ 43,896 $ 1,561,089 \n\nNavigator Pegasus, a 2009-built 22,200 cbm semi-refrigerated handysize gas\ncarrier, was held for sale at March 31, 2026, and was subsequently sold to a\nthird party and delivered on April 17, 2026, for net proceeds of $30.5\nmillion, generating a profit on sale of approximately $15.2 million.\n\nThe cost and net book value as of March 31, 2026, of the 32 vessels that were\ncontracted under time charter arrangements (please read Note 2—Operating\nRevenues for additional information) were $1,688 million and $1,037 million,\nrespectively (December 31, 2025: $1,539 million and $974 million,\nrespectively, for 29 vessels contracted under time charters).\n\nThe net book value of vessels that serve as collateral for the Company’s\nsecured term loan and revolving credit facilities (please read Note 7. Secured\nTerm Loan Facilities and Revolving Credit Facilities, for additional\ninformation) was $1,410 million as of March 31, 2026 (December 31, 2025:\n$1,430 million).\n\n4. Assets held for sale\n\n December 31, 2025 March 31, 2026 \n (in thousands) \n As of January 1, 2025 and 2026 — 7,761 \n Reclassification from Vessels 7,761 15,231 \n Vessels disposal — (7,761 ) \n Total assets held for sale December 31, 2025 and March 31, 2026 $ 7,761 $ 15,231 \n\nNavigator Saturn, a 2000-built 22,085 cbm ethylene-capable semi-refrigerated\nhandysize gas carrier was held for sale at December 31, 2025, and was\nsubsequently sold to a third and delivered on January 28, 2026, for net\nproceeds of $15.9 million, generating a profit on sale of approximately $10.3\nmillion.\n\nHappy Falcon, a 2002-built 3,770 cbm semi-refrigerated small gas carrier was\nheld for sale at December 31, 2025, and was subsequently sold to a third\nparty and delivered on January 28, 2026, for net proceeds of $4.0 million,\ngenerating a profit on sale of approximately $1.8 million.\n\nNavigator Pegasus, a 2009-built 22,200 cbm semi-refrigerated handysize gas\ncarrier was held for sale at March 31, 2026, and was subsequently\nsold to a third and delivered on April 17, 2026, for net proceeds of $30.5\nmillion, generating a profit on sale of approximately $15.2 million.\n\n5. Vessels Under Construction\n\nOn August 20, 2024, the Company entered into contracts to build two new 48,500\ncubic meter capacity liquefied ethylene gas carriers with Jiangnan Shipyard\n(Group) Co., Ltd. and China Shipbuilding Trading Co., Ltd., in China (the\n“Original Newbuild Vessels”). On November 21, 2024, the Company exercised\nan option and entered into contracts to build two additional newbuild vessels\nof the same specification and price (the “Additional Newbuild Vessels” and\ntogether with the Original Newbuild Vessels, the “ Four Ethylene Newbuild\nVessels”). The Four Ethylene Newbuild Vessels, (Navigator Polaris, Navigator\nProxima, Navigator Parsec, and Navigator Pleione), are scheduled to be\ndelivered to the Company in March 2027, July 2027, November 2027 and January\n2028 respectively, at an average shipyard price of $102.9 million per vessel.\n\nOn July 27, 2025, the Company announced that it had entered into the Amon\nJoint Venture, which intends to acquire the two Ammonia Newbuild Vessels. The\nAmon Joint Venture has entered into contracts with Nantong CIMC Sinopacific\nOffshore & Engineering Co., Ltd. to build the Ammonia Newbuild Vessels, with\ndeliveries scheduled to take place in June and October 2028 respectively, at\nan average yard price of $87 million per vessel.\n\n December 31, 2025 March 31, 2026 \n (in thousands) \n As of January 1, 2025 and 2026 $ 41,589 $ 115,321 \n Additions to vessels under construction 68,526 794 \n Capitalized interest 5,206 1,486 \n Vessel under construction at December 31, 2025 and March 31, 2026 $ 115,321 $ 117,601 \n\n6. Equity Method Investments\n\nInterests in investments are accounted for using the equity method and are\nrecognized initially at cost and subsequently include the Company’s share of\nthe profit or loss and other comprehensive income of the equity-accounted\ninvestees. We disclose our proportionate share of profits and losses from\nequity method unconsolidated affiliates in the statement of operations and\nadjust the carrying amount of our equity method investments on the balance\nsheet accordingly.\n\nShare of results from equity method investments, excluding amortized costs,\nrecognized in the share of results of equity method investments for the three\nmonths ended March 31, 2026, was a profit of $2.6 million (three months ended\nMarch 31, 2025: a loss of $0.9 million).\n\nAs of December 31, 2025, and March 31, 2026, we had the following\nparticipation interests in investments that are accounted for using the equity\nmethod:\n\n December 31, 2025 March 31, 2026 \n Enterprise Navigator Ethylene Terminal L.L.C. (\"Export Terminal Joint Venture\") 50 % 50 % \n Unigas International B.V. (\"Unigas\") 33.3 % 33.3 % \n Dan Unity CO2 A/S (\"Dan Unity\") 50 % 50 % \n Luna Pool Agency Limited (\"Luna Pool Agency\") 50 % 50 % \n Azane Fuel Solutions AS (\"Azane\") 9.5 % 9.5 % \n Bluestreak CO2 Limited (\"Bluestreak\") 50 % 50 % \n\nThe table below shows the movement in the Company’s equity method\ninvestments, for the year ended December 31, 2025, and the three months ended\nMarch 31, 2026:\n\n Year ended Three months ended March 31, 2026 \n December 31, 2025 \n (in thousands) \n Equity method investments at January 1, 2025 and 2026 $ 253,729 $ 247,935 \n Equity contributions to joint venture entity 4,000 — \n Share of results 8,036 2,596 \n Distributions received from equity method investments (17,830 ) (4,790 ) \n Equity method investments at December 31, 2025 and March 31, 2026 $ 247,935 $ 245,741 \n\nEnterprise Navigator Ethylene Terminal L.L.C. (“Export Terminal Joint\nVenture”)\n\nIn January 2018, the Company entered into definitive agreements creating the\nExport Terminal Joint Venture. As of March 31, 2026, the Company has\ncontributed $274.5 million to the Export Terminal Joint Venture for our share\nof the capital cost for the construction of the Ethylene Export Terminal and\nfor an expansion of the Ethylene Export Terminal, which expansion completed in\nDecember 2024.\n\nCapitalized interest and associated costs are being amortized over the\nestimated useful life of the Ethylene Export Terminal, which began commercial\noperations with the export of commissioning cargoes in December 2019. As of\nMarch 31, 2026 the unamortized difference between the carrying amount of the\ninvestment in the Export Terminal Joint Venture and the amount of the\nCompany’s underlying equity in net assets of the Export Terminal Joint\nVenture was $4.9 million (December 31, 2025: $4.9 million). The costs\namortized in both the three months ended March 31, 2026, and 2025, were $0.3\nmillion million and this is presented in the share of results of equity method\ninvestments within our consolidated statements of operations.\n\nUnigas International B.V. (\"Unigas B.V.\")\n\nUnigas B.V., based in the Netherlands, is an independent commercial and\noperational manager of seagoing vessels capable of carrying liquefied\npetrochemical and petroleum gases on a worldwide basis. Unigas B.V. is the\noperator of the Unigas Pool. The Company owns a 33.3% equity interest in\nUnigas B.V. and accounts for it using the equity method. It was recognized\ninitially at fair value and our consolidated financial statements will include\nour share of Unigas B.V.’s profit or loss and other comprehensive income.\n\nDan Unity CO2 A/S (\"Dan Unity\")\n\nIn June 2021, one of the Company’s subsidiaries entered into a shareholder\nagreement creating the joint venture Dan Unity, a Danish entity, to undertake\ncommercial and technical projects relating to seaborne transportation of CO2.\n\nWe account for our investment using the equity method and we exercise joint\ncontrol over the operating and financial policies of Dan Unity. As of\nMarch 31, 2026, we have recognized the Company’s initial investment at cost\nalong with the Company’s share of the profit or loss and other comprehensive\nincome of equity accounted investees.\n\nLuna Pool Agency Limited (\"Luna Pool Agency\")\n\nIn March 2020, the Company collaborated with Pacific Gas Pte. Ltd. and Greater\nBay Gas to form and manage the Luna Pool. As part of the formation, Luna Pool\nAgency Limited (the “Luna Pool Agency”) was incorporated in May 2020. The\npool participants jointly own the Luna Pool Agency on an equal basis, and have\nequal board representation. As of March 31, 2026, we have recognized the\nCompany’s initial investment of one British pound in the Luna Pool Agency\nwithin equity method investments on our consolidated balance sheet. The Luna\nPool Agency has no activities other than as a legal custodian of the Luna Pool\nbank account and there will be no variability in its financial results as it\nhas no income and its minimal operating expenses are reimbursed by the Pool\nParticipants.\n\nAzane Fuel Solutions AS (\"Azane\")\n\nAzane, a joint venture between ECONNECT Energy AS and Amon Maritime AS, both\nof Norway, was founded in Norway in 2020 as a company that develops\nproprietary technology and services for ammonia fuel handling to facilitate\nthe transition to green fuels for shipping. The Company acquired a 9.5% equity\ninterest in Azane on October 25, 2023, and accounts for it using the equity\nmethod. It was recognized initially at cost.\n\nAzane intends to build the world’s first ammonia bunkering network and\noperate ammonia bunkering infrastructure. Azane intends to become the missing\nlink between ammonia production, and trade and vessels wishing to use ammonia\nas fuel. Future value creation for Azane is expected to come through\ninternational expansion with its bunkering solutions and broadening of its\nofferings in ammonia fuel handling technology.\n\nBluestreak CO2 Limited (\"Bluestreak\")\n\nBluestreak is a 50%/50% joint venture between the Company and Bumi Armada, one\nof the world’s largest floating infrastructure operators. The joint venture\naims to provide an end-to-end solution for carbon emitters to capture,\ntransport, sequester and store their carbon dioxide emissions in line with the\nUnited Kingdom’s Industrial Decarbonisation Strategy. It is anticipated that\nthe Bluestreak joint venture will design and implement a value chain of\nshuttle tankers delivering to a floating carbon storage unit or a floating\ncarbon storage and injection unit. The complete value chain is expected to\nsafely and reliably transport and provide buffer storage of liquid carbon\ndioxide. The Bluestreak joint venture is subject to the execution of\ndefinitive documentation, approvals by the respective boards of directors of\nthe Company and Bumi Armada, applicable regulatory approvals and other\ncustomary closing conditions.\n\n7. Secured Term Loan Facilities and Revolving Credit Facilities\n\nThe following table shows the breakdown of all secured term loan facilities,\nrevolving credit facilities and total deferred financing costs split between\ncurrent and non-current liabilities at December 31, 2025 and March 31, 2026:\n\n December 31, 2025 March 31, 2026 \n (in thousands) \n Current Liabilities \n Current portion of secured term loan facilities and revolving credit facilities $ 170,164 $ 174,056 \n Less: current portion of deferred financing costs (2,098 ) (3,113 ) \n Current portion of secured term loan facilities and revolving credit facilities, net of deferred financing costs $ 168,066 $ 170,943 \n Non-Current Liabilities \n Secured term loan facilities and revolving credit facilities net of current portion, excluding amount due to related parties $ 597,721 $ 591,315 \n Less: non-current portion of deferred financing costs (3,761 ) (3,497 ) \n Non-current secured term loan facilities and revolving credit facilities, net of current portion and non-current deferred financing costs $ 593,960 $ 587,818 \n\nOn March 2, 2026, the Company and certain of its subsidiaries entered into a\n$133.8 million senior secured pre- and post-delivery term loan (the “March\n2026 Senior Secured Term Loan”) with ABN AMRO Bank N.V., Credit Agricole\nCorporate & Investment Bank and, Nordea Bank Abp, filial i Norge to\npartially finance the construction across two tranches of two of its ethylene\nnewbuild vessels, Navigator Parsec and Navigator Pleione, and will use cash on\nhand to pay the remainder of the construction costs. The March 2026 Senior\nSecured Term Loan matures five years after delivery of the second vessel, and\nthe borrowers have the option to extend the facility for a further 12 months.\nThe facility is non-amortizing for the pre-delivery period and then each\ntranche amortizes from each vessel delivery, with a balloon repayment of\n$100.3 million on the five-year maturity date (if the 12-month extension is\nnot taken). The facility bears interest at a rate of Term SOFR plus 150 basis\npoints. As of March 31, 2026, the facility was partially drawn in the amount\nof $26.8 million.\n\nThe Company expects to finance the cost of its other two ethylene newbuild\nvessels, Navigator Proxima and Navigator Polaris, and its two ammonia vessels,\nNavigator Amundsen and Navigator Archer, using debt and cash on hand, and the\nCompany is well-progressed with arranging such third-party debt finance,\ntargeting closing in May and June 2026 respectively.\n\n8. Senior Unsecured Bonds\n\nOn October 17, 2024, the Company issued an aggregate principal amount of\n$100 million of new Senior Unsecured Bonds in the Nordic bond market (the\n\"October 2024 Bonds\"). The net proceeds of the October 2024 Bonds were used to\nredeem in full all of our previously outstanding 2020 Bonds. The borrowing\nlimit under the bond terms governing the October 2024 Bonds is $200 million.\n\nOn March 28, 2025, pursuant to an addendum (the “March 2025 Bond Tap Issue\nAddendum”), the Company completed an additional aggregate principal tap\nissue of $40 million in the Nordic bond market under the same bond terms\ngoverning its outstanding October 2024 Bonds and bearing the same coupon rate\nas the October 2024 Bonds (the “March 2025 Bond Tap Issue”). The March\n2025 Bond Tap Issue matures in October 2029, in line with the October 2024\nBonds, and also bears a fixed coupon of 7.25% per annum payable semi-annually\nin arrears on April 30 and October 30. Settlement in respect of the March 2025\nBond Tap Issue occurred on April 4, 2025. Following the issuance of the\nOctober 2024 Bonds and the March 2025 Bond Tap Issue, a further $60 million\nremains available to be issued by the Company under the bond terms governing\nthe October 2024 Bonds.\n\nOn September 3, 2025, the October 2024 Bonds (and the March 2025 Bond Tap\nIssue under the same bond terms) were listed on the Nordic ABM, which is\noperated and organized by Oslo Børs ASA and governed by Norwegian law.\n\nThe following table shows the breakdown of our Senior Unsecured Bonds and\ntotal deferred financing costs as of March 31, 2026, and December 31,\n2025: \n\n December 31, 2025 March 31, 2026 \n (in thousands) \n October 2024 Bond issuance $ 100,000 $ 100,000 \n March 2025 Bond Tap issuance 40,000 40,000 \n Less deferred financing costs (1,817 ) (1,698 ) \n Total bonds, net of deferred financing costs $ 138,183 $ 138,302 \n\n9. Derivative Instruments Accounted for at Fair Value\n\nInterest Rate risk\n\nThe Company has a number of existing vessel loan facilities with associated\namortizing fixed interest rate swaps. As of March 31, 2026, the interest rate\nswaps had a net positive fair value to the Company of $0.7 million compared to\na net negative fair value of $0.8 million to the Company as of December 31,\n2025. There were unrealized gains of $1.6 million on the fair value of the\nswaps for the three months ended March 31, 2026, compared to unrealized losses\nof $2.3 million for the three months ended March 31, 2025.\n\nThese fixed interest rate swaps are typically entered into with the financial\ninstitutions that are also lenders under our loan facilities. The interest\nrate payable by the Company under these interest rate swap agreements is SOFR\nplus a fixed margin of between 3.93% and 5.75%. The interest rate receivable\nby the Company under these interest rate swap agreements is typically 3-month\nSOFR, calculated on a 360-day year basis and which resets every three months.\n\nAll interest rate swaps are remeasured to fair value at each reporting date\nand have been categorized as Level Two on the fair value measurement\nhierarchy. The remeasurement to fair value has no impact on cash flows at the\nreporting date. There is no requirement for cash collateral to be placed with\nthe swap providers under these swap agreements and there is no effect on\nrestricted cash as of March 31, 2026.\n\nAs of March 31, 2026, we held the following interest rate swaps that\npartially hedge our variable-rate loan facilities:\n\n Facility Hedged notional amount Fixed rate Variable rate \n (in thousands) \n October 2013 DB Credit Facility A 5,987 4.05 % Comp SOFR \n July 2015 DB Credit Facility B 13,956 3.99 % Comp SOFR \n July 2015 Santander Credit Facility B 13,956 3.93 % Comp SOFR \n March 2023 Secured Term Loan 75,113 5.75 % Comp SOFR \n August 2024 Secured Term Loan and RCF 64,464 5.46 % Term SOFR \n May 2025 Senior Secured Term Loan and RCF 165,821 5.31 % Term SOFR \n $ 339,297 \n\nThe following table includes the estimated fair value of those assets and\nliabilities that are measured at fair value on a recurring basis as of\nMarch 31, 2026, and December 31, 2025.\n\n December 31, 2025 March 31, 2026 \n (in thousands) \n Fair Value Hierarchy Fair Value Asset/(Liability) Fair Value Asset/(Liability) \n Interest rate swap agreements Assets Level 2 $ 1,372 $ 1,091 \n Interest rate swap agreements Liability Level 2 (2,219 ) (345 ) \n $ (847 ) $ 746 \n\nThe Company uses derivative instruments in accordance with its overall risk\nmanagement policy to mitigate the risk of unfavorable movements in interest\nrates.\n\nThe Company held no derivatives designated as hedges as of March 31, 2026 or\nDecember 31, 2025.\n\nFair value is a market-based measurement that is determined based on\nassumptions that market participants would use in pricing an asset or a\nliability. The fair value accounting standard establishes a three-tier fair\nvalue hierarchy, which prioritizes the inputs used in the valuation\nmethodologies in measuring fair value:\n\nLevel 1—Observable inputs that reflect quoted prices (unadjusted) for\nidentical assets or liabilities in active markets. \nLevel 2—Include other inputs that are directly or indirectly observable in\nthe marketplace. \nLevel 3—Unobservable inputs which are supported by little or no market\nactivity.\n\nForeign Currency Exchange Rate risk\n\nAll foreign currency-denominated monetary assets and liabilities are revalued\nand reported in the Company’s functional currency based on the prevailing\nexchange rate at the end of the period. These foreign currency transactions\nfluctuate based on the strength of the U.S. Dollar. The remeasurement of all\nforeign currency-denominated monetary assets and liabilities at each reporting\ndate results in unrealized foreign currency exchange differences which do not\nimpact our cash flows.\n\nCredit risk\n\nThe Company is exposed to credit losses in the event of non-performance by the\ncounterparties to its interest rate swap agreements. As of March 31, 2026,\nthe Company is exposed to credit risk where interest rate swaps are in an\nasset position from the perspective of the Company. In order to minimize\ncounterparty risk, the Company only enters into derivative transactions with\ncounterparties that are reputable financial institutions, highly rated by a\nrecognized rating agency.\n\nThe fair value of our interest rate swap agreements is the estimated present\nvalue of future cash flows that we would pay/receive to sell or transfer the\nswap at the reporting date, taking into account current interest rates and the\ncurrent creditworthiness of the swap counterparties. The amount recorded as a\nderivative asset or liability could vary by a material amount in the near term\nif credit markets are volatile or if credit risk were to change significantly.\n\nThe fair value of our interest rate swap agreements at the end of each period\nis most significantly affected by the interest rate implied by the benchmark\ninterest yield curve, including its relative steepness. Interest rates and\nforeign exchange rates may experience significant volatility in both the short\nand long term. While the fair value of our swap agreements is typically more\nsensitive to changes in short-term rates, significant changes in long-term\nbenchmark interest, foreign exchange rates and the credit risk of the\ncounterparties of the Company may also materially impact the fair values of\nour swap agreements.\n\n10. Financial Instruments Not Accounted for at Fair Value\n\nThe principal financial assets of the Company as of March 31, 2026, and\nDecember 31, 2025, consist of cash, cash equivalents, and restricted cash and\naccounts receivable. The principal financial liabilities of the Company as of\nMarch 31, 2026, and December 31, 2025, consist of accounts payable, accrued\nexpenses and other liabilities, secured term loan facilities, revolving credit\nfacilities and the 2024 Bonds (including the March 2025 Bond Tap Issue) and do\nnot include deferred financing costs.\n\nThe carrying values of cash, cash equivalents and restricted cash, accounts\nreceivable, accounts payable, accrued expenses and other liabilities are\nreasonable estimates of their fair value due to the short-term nature or\nliquidity of these financial instruments.\n\nFair value is a market-based measurement that is determined based on\nassumptions that market participants would use in pricing an asset or a\nliability. The fair value accounting standard establishes a three-tier fair\nvalue hierarchy, which prioritizes the inputs used in the valuation\nmethodologies in measuring fair value:\n\nLevel 1—Observable inputs that reflect quoted prices (unadjusted) for\nidentical assets or liabilities in active markets. \nLevel 2—Include other inputs that are directly or indirectly observable in\nthe marketplace.\nLevel 3—Unobservable inputs which are supported by little or no market\nactivity.\n\nThe October 2024 Bonds (including the March 2025 Bond Tap Issue) are\nclassified as a Level 2 liability and the fair values have been calculated\nbased on indirectly observed data based on the most recent trades prior to\nMarch 31, 2026. These trades are infrequent and therefore not considered to\nbe an active market.\n\nThe fair value of secured term loan facilities and revolving credit facilities\nis estimated to approximate the carrying value in the balance sheet since they\nbear a variable interest rate, which is reset quarterly. This has been\ncategorized at Level 2 on the fair value measurement hierarchy as of\nMarch 31, 2026.\n\nThe following table includes the estimated fair value and carrying value of\nthose assets and liabilities where fair value approximates carrying value. The\ntable excludes cash, cash equivalents, restricted cash, accounts receivable,\naccounts payable, accrued expenses and other liabilities because the fair\nvalue approximates carrying value and, for accounts receivable and payable,\nare due in one year or less.\n\n December 31, 2025 March 31, 2026 \n (in thousands) \n Fair Value Hierarchy Carrying Amount (Liability) Fair Value (Liability) Fair Value Hierarchy Carrying Amount (Liability) Fair Value (Liability) \n 2024 Bonds (Note 8) Level 2 $ (140,000 ) $ (141,400 ) Level 2 $ (140,000 ) $ (140,840 ) \n Secured term loan and revolving credit facilities (Note 7) Level 2 $ (767,885 ) $ (767,885 ) Level 2 $ (765,371 ) $ (765,371 ) \n\n11. Earnings Per Share\n\nBasic earnings per share is calculated by dividing the net income available to\ncommon stockholders by the weighted average number of common shares\noutstanding during the period. Diluted earnings per share is calculated by\nadjusting the weighted average number of common shares used for calculating\nbasic earnings per share for the effects of all potentially dilutive shares.\nThe following table shows the calculation of both the basic and diluted number\nof weighted average outstanding shares for the three months ended March 31,\n2026 and 2025:\n\n Three months ended March 31, 2025 Three months ended March 31, 2026 \n (in thousands except for share data) \n Net Income attributable to stockholders of Navigator Holdings Ltd. $ 27,036 $ 35,462 \n \n Basic weighted average number of shares 69,380,259 64,936,248 \n Effect of dilutive potential share options 713,206 694,070 \n Diluted weighted average number of shares 70,093,465 65,630,318 \n \n Earnings per share attributable to stockholders of Navigator Holdings Ltd.: \n Basic earnings per share $ 0.39 $ 0.55 \n Diluted earnings per share $ 0.39 $ 0.54 \n\n12. Commitments and Contingencies\n\nThe schedule below summarizes our future contractual obligations as of\nMarch 31, 2026:\n\n 2026 2027 2028 2029 2030 Thereafter Total \n \n Secured term loan and revolving credit facilities $ 140,896 $ 120,538 $ 161,469 $ 126,972 $ 39,612 $ 175,884 $ 765,371 \n 2024 Bonds — — — 140,000 — — 140,000 \n Vessels under construction ((1)) 62,340 249,300 164,550 — — — 476,190 \n Office operating leases ((2)) 939 1,247 1,244 1,129 1,104 1,183 6,846 \n Total contractual obligations $ 204,175 $ 371,085 $ 327,263 $ 268,101 $ 40,716 $ 177,067 $ 1,388,407 \n\n\n\n1. In August 2024, the Company has entered into four contracts to build the\nFour Ethylene Newbuild Vessels with Jiangnan Shipyard (Group) Co., Ltd. and\nChina Shipbuilding Trading Co., Ltd., in China. The Four Ethylene Newbuild\nVessels are under construction and are scheduled to be delivered to the\nCompany in March 2027, July 2027 November 2027, and January 2028 respectively,\nat an average shipyard price of $102.9 million per vessel.\n\nIn July 2025, the Company announced that the Amon Joint Venture intends to\nacquire the Ammonia Newbuild Vessels. The Amon Joint Venture has entered into\ncontracts with Nantong CIMC Sinopacific Offshore & Engineering Co., Ltd. to\nbuild the Ammonia Newbuild Vessels, with deliveries scheduled to take place in\nJune and October 2028 respectively, at an average yard price of $87 million\nper vessel.\n\n2. The Company occupies office space in London with a lease that commenced in\nJanuary 2022 for a period of 10 years with a break option in February 2027\n(the \"Break Option\"), which is the fifth anniversary of the lease commencement\ndate. It is a requirement under lease that the Break Option be declared 12\nmonths in advance, and in January 2026 the Company agreed not to declare the\nBreak Option in return for the removal of an upward-only rent review clause in\nthe lease in relation to the second five-year period of the lease. The gross\nrent (excluding services charges and business rates) per year for our office\nlease is approximately $1.1 million. \n\nThe Company occupies office space in Copenhagen with a lease that expired in\nDecember 2025. The Company will continue to occupy the office space on a\n6-month rolling basis until a new lease is entered into. The monthly lease\npayments are dependent on foreign exchange rates and the gross rent per month\npayable in Danish Kroner is approximately $15,000.\n\nThe lease term for our office in Gdynia, Poland which commenced in April 2024\nis for a period of 5 years to March 30, 2029. The lease payments are dependent\non foreign exchange rates and the gross rent per year payable in Euros is\napproximately $0.1 million.\n\nThe Company entered into a new 43-month lease for office space in Houston that\ncommenced on April 1, 2025. The annual gross rent under the lease payable in\nU.S. Dollars is approximately $41,000.\n\nThe lease term for our office in Manila, Philippines commenced in July 2025\nand expires in June 2028. The gross rent per year for our office lease is\napproximately $0.1 million.\n\n13. Cash, Cash Equivalents and Restricted Cash\n\nThe following table shows the breakdown of cash, cash equivalents and\nrestricted cash as of March 31, 2026 and December 31, 2025:\n\n December 31, 2025 March 31, 2026 \n (in thousands) \n Cash and cash equivalents $ 154,674 $ 149,596 \n Cash and cash equivalents held by VIE 276 427 \n Restricted cash 49,921 49,583 \n Total cash, cash equivalents and restricted cash $ 204,871 $ 199,606 \n\nAmounts included in restricted cash represent cash in blocked deposit accounts\nthat are required to be deposited in accordance with the terms of a number of\nthe Company's secured term loans with banking institutions and funds held by\nour variable interest entity PT Navigator Khatulistiwa (\"PTNK\"). Restricted\ncash is deemed not available for daily operational use.\n\nIn February 2025, as part of an investigation into allegations of corruption,\nMuhamad Kerry Adrianto and certain other business partners and executives of\nPT Pertamina (Persero), Indonesia's state-owned energy company\n(“Pertamina”), were arrested by Indonesian authorities. The allegations\nrelated to the mismanagement of crude oil and oil refinery products at\nPertamina between 2018 and 2023. The legal proceedings linked with the\ninvestigation by local authorities related to nine individuals and concluded\nin February 2026, with all nine defendants being found guilty. Mr. Adrianto\nwas given a custodial sentence of 15 years, a fine of around $60,000 and was\nordered to pay compensation of approximately $173 million. On March 5, 2026,\nMr. Adrianto lodged an appeal to his sentence with the High Court in Indonesia\nand we continue to monitor developments.\n\nWe are not aware of any link or connection between the Company or PTNK, our\nIndonesian joint venture, and the investigation or its findings other than\nthrough Mr. Adrianto, who served as a director of PTNK until September 2025,\nwhen he was replaced as a director of PTNK.\n\nFollowing this, we continue to believe that the events surrounding Mr.\nAdrianto will not have a material impact on the Company or our operations.\n\n14. Variable Interest Entities\n\nAs of March 31, 2026, the Company's VIEs had total assets and liabilities of\n$88.4 million and $36.2 million respectively which have been included in the\nCompany’s consolidated balance sheet as of that date (December 31, 2025:\n$92.5 million and $29.5 million).\n\nPT Navigator Khatulistiwa\n\nAs of December 31, 2025 and March 31, 2026, the Company has consolidated\n100% of PT Navigator Khatulistiwa, a VIE for which the Company is deemed to be\nthe primary beneficiary, i.e. it has a controlling financial interest in this\nentity with the power to direct the activities that most significantly impact\nthe entity’s economic performance and has the right to residual gains or the\nobligation to absorb losses that could potentially be significant to the VIE.\nThe Company owns 49% of PT Navigator Khatulistiwa common stock, all of its\nsecured debt and has voting control. All economic interests in the residual\nnet assets reside with the Company. By virtue of the accounting principle of\nconsolidation, transactions between PT Navigator Khatulistiwa and the Company\nare eliminated on consolidation.\n\nNavigator Crewing Services Philippines Inc. and Navigator Gas Services\nPhilippines Inc.\n\nWe own a 25% and a 40% share in Navigator Crewing Services Philippines Inc.\n(“NCSPI”) and Navigator Gas Services Philippines Inc. (“NSSPI”),\nrespectively. These companies were established primarily to provide marine\nservices as principals or agents to ship owners, ship operators, and managers\nengaged in international maritime business, and business support services.\n\nThe Company has determined that it has a variable interest in NCSPI and NSSPI\nand is considered to be the primary beneficiary as a result of having a\ncontrolling financial interest in the entities and has the power to direct the\nactivities that most significantly impact NCSPI’s and NSSPI’s economic\nperformance.\n\n15. Related Party Transactions\n\nThe following table summarizes our transactions with related parties for the\nthree months ended March 31, 2026 and 2025:\n\n Three months ended Three months ended \n March 31, 2025 March 31, 2026 \n (in thousands) \n Net expenses \n Luna Pool Agency Limited $ (2 ) $ (1 ) \n Ultranav Business Support ApS (21 ) (13 ) \n $ (23 ) $ (14 ) \n\nThe following table sets out the balances due from related parties as of\nDecember 31, 2025 and March 31, 2026:\n\n December 31, 2025 March 31, 2026 \n (in thousands) \n Luna Pool Agency Limited $ 1,532 $ 1,561 \n Unigas Pool 5,010 6,059 \n $ 6,542 $ 7,620 \n\nAs of March 31, 2026, Ultranav International ApS held a 34.4% share in the\nCompany and BW Group Limited held a 11.2% share in the Company and they are\nour principal shareholders. They may exert considerable influence on the\nCompany's directors and significant corporate actions.\n\n16. Subsequent Events\n\nCapital Return Policy\n\nOn May 6, 2026, the Company's Board of Directors declared a cash dividend of\n$0.07 per share of the Company’s common stock for the quarter ended\nMarch 31, 2026, under the Company's Capital Return Policy, payable on\nJune 10, 2026, to all shareholders of record as of the close of business U.S.\nEastern time on May 20, 2026, (the \"Dividend\"). The aggregate amount of the\nDividend is expected to be approximately $4.3 million, which the Company\nanticipates will be funded from cash on hand.\n\nAlso as part of the Company's Capital Return Policy for the quarter ended\nMarch 31, 2026, the Company expects to repurchase approximately $6.3 million\nof common stock between May 8, 2026, and June 30, 2026, subject to operating\nneeds, market conditions, legal requirements, stock price and other\ncircumstances, such that the Dividend and share repurchases together equal 30%\nof net income for the quarter ended March 31, 2026.\n\nOn May 5, 2026, the Board of Directors of the Company approved a revision to\nthe Company's existing Capital Return Policy first announced in May 2023 and\nrevised in November 2025 (the \"2026 Revised Capital Return Policy\") to take\neffect from and applying to, the quarter ending June 30, 2026. Under the 2026\nRevised Capital Return Policy, the Company intends, subject to operating needs\nand other circumstances, to pay its existing quarterly cash dividend of $0.07\nper share (the \"Fixed Element\") and return additional capital in the form of\nfurther cash dividends and/or share repurchases, such that the Fixed Element\nand, if any, the variable component, together equal 35% of net income for the\napplicable quarter, increased from 30% of net income under the Company's\nexisting Capital Return Policy. Declarations of any dividends in the future,\nand the amount of any such dividends under the 2026 Revised Capital Return\nPolicy, are subject to approval by the Company's Board.\n\nThe 2026 Revised Capital Return Policy does not oblige Navigator to pay any\ndividends or repurchase any of its shares and the 2026 Revised Capital Return\nPolicy, including dividends and repurchases of shares of common stock, may be\nsuspended, discontinued or modified by the Company at any time, for any\nreason.\n\nUnigas\n\nOn April 14, 2026, the Company signed a non-binding letter of intent with\nBernhard Schulte (Singapore) Holdings Pte. Ltd. (“Bernhard Schulte”) and\nSloman Neptun Schiffahrts-Aktiengesellschaft (\"Sloman Neptune\") for the sale\nby the Company to Bernhard Schulte and Sloman Neptun of eight gas carriers\n(the “Unigas Vessels”) as well as the Company’s shareholding in Unigas\nInternational B.V. (\"Unigas B.V.\"), the entity which commercially manages the\nUnigas Vessels (the \"Unigas Pool\"), for an aggregate purchase price of\napproximately $183 million (the \"Proposed Unigas Transaction\"). The combined\nbook value and outstanding loan facilities in respect of the Unigas Vessels\nand the Company's holding in Unigas B.V. in the Company's accounts at\nMarch 31, 2026, were approximately $117 million and $54 million respectively.\nClosing of the Proposed Unigas Transaction is subject to the execution of\ndefinitive vessel and share sale documentation, approval by the boards of\ndirectors of Navigator Gas, Bernhard Schulte and Sloman Neptun, any regulatory\napprovals, and other customary closing conditions. The parties anticipate\nclosing the Proposed Unigas Transaction by the fourth quarter of 2026. We\ncannot assure you that the Proposed Unigas Transaction will be completed on\nthe terms set out in the non-binding letter of intent as described above, or\nat all.\n\nCompany Redomiciliation\n\nOn April 19, 2026, in connection with the Company's previously disclosed\nintention to change its corporate domicile from the Marshall Islands to\nEngland and Wales (the \"Company Redomiciliation\") further details of which can\nbe found in the Company's 2025 Annual Report, the Company's vessel, Navigator\nTaurus was transferred from its subsidiary Navigator Taurus L.L.C., a Marshall\nIslands subsidiary, to Navigator Taurus Ltd, a newly incorporated subsidiary\nin England and Wales. The Company expects to continue to redomicile further of\nits subsidiaries to newly formed entities in England and Wales as part of the\nwider project to change Company's corporate domicile.\n\nVessel Sales\n\nNavigator Pegasus, a 2000-built 22,085 cbm ethylene-capable semi-refrigerated\nhandysize gas carrier, was held for sale as of March 31, 2026, and was\nsubsequently sold to an independent third party on April 17, 2026, for net\nproceeds of $30.5 million, generating a profit on sale of approximately $15.2\nmillion.\n\nRevolving credit facilities\n\nOn April 2, 2026, in light of ongoing geopolitical developments in the Middle\nEast and related market uncertainty, the Company drew $28.5 million of the\nrevolving credit portion of its $111.8 million December 2022 Term Loan and\nRevolving Credit Facility and $62.9 million of the revolving credit portion of\nits $147.6 million August 2024 Term Loan and Revolving Credit Facility,\ntotaling $91.4 million as a precautionary liquidity measure, placing the money\non deposit. The Company continues to monitor market conditions and intends to\nrepay the revolving credit amounts when conditions stabilize, subject to the\navailability of cash and cash equivalents and other capital allocation\nconsiderations.\n\nOur Fleet\n\nThe following table provides details of our vessels as of May 6, 2026:\n\n Operating Vessel Year Built Vessel Size (cbm) Employment Status Current Cargo Current Time Charter Expiration Date \n \n Ethylene/ethane capable semi-refrigerated midsize \n Navigator Aurora 2016 37,300 Time Charter Ethane November 2031 \n Navigator Eclipse 2016 37,300 Time Charter Ethane March 2029 \n Navigator Nova 2017 37,300 Time Charter Ethane September 2029 \n Navigator Prominence 2017 37,300 Time Charter Ethane March 2029 \n \n Ethylene/ethane capable semi-refrigerated handysize \n Navigator Pluto 2000 22,085 Spot Market Ethane — \n Navigator Atlas 2014 21,000 Time Charter Ethylene June 2026 \n Navigator Europa 2014 21,000 Spot Market Ethane — \n Navigator Oberon 2014 21,000 Time Charter Ethane October 2026 \n Navigator Triton 2015 21,000 Spot Market Ethane — \n Navigator Umbrio 2015 21,000 Time Charter Ethane December 2026 \n Navigator Luna 2018 17,000 Spot Market Ethylene — \n Navigator Solar 2018 17,000 Time Charter Ethylene March 2027 \n Navigator Castor 2019 22,000 Spot Market Ethylene — \n Navigator Equator 2019 22,000 Spot Market Ethylene — \n Navigator Vega 2019 22,000 Time Charter Ethane June 2026 \n Navigator Hyperion 2010 17,300 Spot Market Ethylene — \n Navigator Titan 2010 17,300 Spot Market Ethylene — \n Navigator Vesta 2010 17,300 Spot Market Ethylene — \n \n Semi-refrigerated handysize \n Navigator Aries 2008 20,750 Time Charter LPG June 2026 \n Navigator Capricorn 2008 20,750 Time Charter LPG December 2026 \n Navigator Phoenix 2009 22,200 Time Charter Ammonia June 2026 \n Navigator Scorpio 2009 20,750 Time Charter LPG September 2026 \n Navigator Taurus 2009 20,750 Time Charter LPG November 2026 \n Navigator Virgo 2009 20,750 Time Charter LPG May 2026 \n Navigator Leo 2011 20,600 Time Charter LPG July 2026 \n Navigator Libra 2012 20,600 Time Charter LPG May 2026 \n Navigator Atlantic (Previously Atlantic Gas) 2014 22,000 Time Charter LPG July 2026 \n Adriatic Gas 2015 22,000 Spot Market LPG — \n Navigator Balearic (Previously Balearic Gas) 2015 22,000 Time Charter LPG June 2026 \n Navigator Celtic (Previously Celtic Gas) 2015 22,000 Spot Market LPG — \n Navigator Centauri 2015 21,000 Time Charter LPG May 2027 \n Navigator Ceres 2015 21,000 Time Charter LPG June 2027 \n Navigator Ceto 2016 21,000 Time Charter LPG May 2027 \n Navigator Copernico 2016 21,000 Time Charter LPG May 2027 \n Bering Gas 2016 22,000 Time Charter LPG June 2026 \n Navigator Luga 2017 22,000 Spot Market LPG — \n Navigator Yauza 2017 22,000 Time Charter Ammonia July 2026 \n Arctic Gas 2017 22,000 Spot Market LPG — \n Pacific Gas 2017 22,000 Time Charter LPG May 2026 \n \n Fully-refrigerated handy/midsize \n Navigator Glory 2010 22,500 Time Charter Ammonia June 2027 \n Navigator Grace 2010 22,500 Spot Market LPG — \n Navigator Galaxy 2011 22,500 Time Charter Ammonia June 2026 \n Navigator Genesis 2011 22,500 Time Charter LPG May 2026 \n Navigator Global 2011 22,500 Time Charter LPG March 2027 \n Navigator Gusto 2011 22,500 Time Charter Ammonia August 2026 \n Navigator Jorf 2017 38,000 Time Charter Ammonia August 2027 \n \n Ethylene/ethane capable semi-refrigerated smaller \n Happy Condor* 2008 9,000 Unigas Pool — — \n Happy Pelican* 2012 6,800 Unigas Pool — — \n Happy Penguin* 2013 6,800 Unigas Pool — — \n Happy Kestrel* 2013 12,000 Unigas Pool — — \n Happy Osprey* 2013 12,000 Unigas Pool — — \n Happy Peregrine* 2014 12,000 Unigas Pool — — \n Happy Albatross* 2015 12,000 Unigas Pool — — \n Happy Avocet* 2017 12,000 Unigas Pool — — \n\n*denotes our owned vessels that are commercially managed within the\nindependently managed Unigas Pool.\n\nPART II. First Quarter 2026 Conference Call Details\n\nNavigator Holdings Ltd. First Quarter 2026 Earnings Webcast and Presentation\n\nOn Wednesday, May 6, 2026, at 11:00 A.M. E.D.T. (4:00 P.M. UK), the\nCompany’s management team will host an online webcast to present and discuss\nthe financial results for the first quarter of 2026.\n\nThose wishing to participate should register for the webcast using the\nfollowing details:\n\nhttps://us06web.zoom.us/webinar/register/WN_7GbqCJBiQkWKz6KzwmNasg\n\nWebinar ID: 829 9020 7491\nPasscode: 754370\n\nParticipants can also join by phone by dialing:\n\nUnited States: +1 929 436 2866\nUnited Kingdom:+44 330 088 5830\n\nA full list of U.S. and international numbers is available via the following\nlink:\nInternational Dial-in numbers\n\nThe webcast and slide presentation will be available for replay on the\nCompany's website (www.navigatorgas.com) shortly after the end of the webcast.\nParticipants wishing to join the live webcast are encouraged to do so\napproximately 5 minutes prior to the start.\n\nAbout Navigator Gas\nNavigator Holdings Ltd. (described herein as “Navigator Gas” or the\n“Company”) is the owner and operator of the world’s largest fleet of\nhandysize liquefied gas carriers and a global leader in the seaborne\ntransportation services of petrochemical gases, such as ethylene and ethane,\nliquefied petroleum gas and ammonia and owns a 50% share, through a joint\nventure, in an ethylene export marine terminal at Morgan’s Point, Texas on\nthe Houston Ship Channel, USA. Navigator Gas’ fleet consists of 54 semi- or\nfully-refrigerated liquefied gas carriers, 24 of which are ethylene and ethane\ncapable. The Company plays a vital role in the liquefied gas supply chain for\nenergy companies, industrial consumers and commodity traders, with its\nsophisticated vessels providing an efficient and reliable ‘floating\npipeline’ between the parties, connecting the world today, creating a\nsustainable tomorrow.\n\nNavigator Gas’ common stock trades on the New York Stock Exchange under the\nsymbol “NVGS”.\n\nFor media inquiries or further information, please contact:\n\nNavigator Gas Investor Relations\nEmail: investorrelations@navigatorgas.com\nRandy Giveans\nEVP - Investor Relations & Business Development\nEmail: randy.giveans@navigatorgas.com\n1200 Smith Street, Suite 1000, Houston, Texas, U.S.A. 77002\nTel: +1-713-373-6197\n\nAlexander Walster\nMedia Contact\nEmail: communications@navigatorgas.com\nVerde, 10 Bressenden Place, London, SW1E 5DH, UK\nTel: +44 (0)7857 796 052, +44 (0)20 7045 4114\n\nInvestor Relations / Media Advisors\nNicolas Bornozis / Paul Lampoutis\nCapital Link – New York\nTel: +1-212-661-7566\nEmail: navigatorgas@capitallink.com\n\nForward looking statements\n\nThis press release contains certain “forward-looking” statements (as\ndefined by the Securities and Exchange Commission) concerning plans and\nobjectives of management for future operations or economic performance, or\nassumptions related thereto. In addition, we and our representatives may from\ntime to time make other oral or written statements that are also\nforward-looking statements. In some cases, you can identify the\nforward-looking statements by the use of words such as “may,” “could,”\n“should,” “will,” “would,” “expect,” “plan,”\n“anticipate,” “intend,” “forecast,” “believe,” “estimate,”\n“predict,” “propose,” “potential,” “continue,”\n“scheduled,” or the negative of these terms or other comparable\nterminology.\n\nThese forward-looking statements involve many risks and uncertainties that\ncould cause actual results to differ materially from those expressed or\nimplied by such statements. These risks and uncertainties include but are not\nlimited to those set forth in the periodic reports Navigator files with the\nU.S. Securities and Exchange Commission.\n\nAll forward-looking statements included in this press release are made only as\nof the date of this press release. New factors emerge from time to time, and\nit is not possible for us to predict all of these factors. Further, we cannot\nassess the impact of each such factor on our business or the extent to which\nany factor, or combination of factors, may cause actual results to be\nmaterially different from those contained in any forward-looking statement. We\nexpressly disclaim any obligation to update or revise any forward-looking\nstatements, whether because of future events, new information, a change in our\nviews or expectations, or otherwise. We make no prediction or statement about\nthe performance of our common stock.\n\nCategory: Financial\n\n\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/2b82da11-91d7-479b-8f93-140d4b25b965)\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-05-06T11:55:00.715309791Z","server_sent_at_ms":1778068500715},"received_at":"2026-05-06T11:55:01.151Z","source_url":null},"analysis":{"id":"17079","press_release_id":"22998","analysis_json":{"industry":{"label":"Transportation","sector":"Industrials"},"redFlags":["Operating revenue decreased 7.2% year-over-year despite growth in net income","Company drew down $91.4 million from revolving credit facilities as a precautionary measure due to Middle East geopolitical uncertainty","Adjusted EBITDA declined year-over-year primarily due to the inclusion of profit/loss on vessel sales in the definition"],"eventType":"earnings","narrative":"Navigator Gas reported Q1 2026 operating revenue of $140.6 million, a decrease of 7.2% year-over-year, but Net Income attributable to stockholders surged 31% to $35.5 million.\n\nBasic EPS increased to $0.55 from $0.39 in the prior year, supported by vessel sales and lower operating expenses, while Adjusted EBITDA decreased to $65.9 million due to a change in accounting definitions.\n\nThe Board approved a revised Capital Return Policy increasing the payout to 35% of net income, declared a $0.07 per share cash dividend, and authorized approximately $6.3 million in share repurchases.\n\nAdditionally, the company signed a non-binding letter of intent to sell its Unigas Pool assets and shareholding for approximately $183 million to Bernhard Schulte and Sloman Neptun.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"Profitability surges with 31% net income growth and aggressive capital return hike to 35%, offsetting revenue decline."},"keyFigures":{"eps":0.55,"revenue":140600000,"revenueYoy":"-7.2%","customDimensions":{"ebitda":80300000,"net_income":35500000,"adjusted_ebitda":65900000}},"quotedText":"","namedEntities":{"people":[],"products":["Navigator Pegasus","Navigator Parsec","Navigator Pleione","Unigas Pool","Ethylene Export Terminal"],"companies":[{"name":"Navigator Holdings Ltd.","ticker":"1NV"},{"name":"Bernhard Schulte (Singapore) Holdings Pte. Ltd.","relationship":"proposed acquirer"},{"name":"Sloman Neptun Schiffahrts-Aktiengesellschaft","relationship":"proposed acquirer"},{"name":"BW Group Limited","relationship":"selling shareholder"},{"name":"Enterprise Products Partners","relationship":"joint venture partner"}],"dollarAmounts":[{"amount":"$4.3 million","context":"quarterly cash dividend aggregate amount"},{"amount":"$6.3 million","context":"expected share repurchases"},{"amount":"$183 million","context":"aggregate purchase price for Proposed Unigas Transaction"},{"amount":"$140.6 million","context":"Q1 2026 total operating revenues"},{"amount":"$35.5 million","context":"Q1 2026 net income attributable to stockholders"},{"amount":"$17.50","context":"public offering price per share"}]},"materialImpact":{"score":4,"reasoning":"Q1 Net Income surged 31% to $35.5 million and EPS jumped 41% year-over-year to $0.55, driven by vessel sales and operational efficiency despite a 7.2% decline in revenue. The Board increased the capital return policy to 35% of net income and announced a dividend and buyback program."},"tickerRelevance":{"others":[],"primary":"1NV"},"globalImportance":35,"audienceRelevance":35,"eventTypeSecondary":["buyback","dividend","m_and_a"],"importanceComponents":{"tickerTier":"mid-cap","eventGravity":"earnings_beat","sectorWeight":"industrials"}},"event_type":"earnings","event_type_secondary":["buyback","dividend","m_and_a"],"sentiment":"bullish","material_impact_score":4,"narrative":"Navigator Gas reported Q1 2026 operating revenue of $140.6 million, a decrease of 7.2% year-over-year, but Net Income attributable to stockholders surged 31% to $35.5 million.\n\nBasic EPS increased to $0.55 from $0.39 in the prior year, supported by vessel sales and lower operating expenses, while Adjusted EBITDA decreased to $65.9 million due to a change in accounting definitions.\n\nThe Board approved a revised Capital Return Policy increasing the payout to 35% of net income, declared a $0.07 per share cash dividend, and authorized approximately $6.3 million in share repurchases.\n\nAdditionally, the company signed a non-binding letter of intent to sell its Unigas Pool assets and shareholding for approximately $183 million to Bernhard Schulte and Sloman Neptun.","key_figures":{"eps":0.55,"revenue":140600000,"revenueYoy":"-7.2%","customDimensions":{"ebitda":80300000,"net_income":35500000,"adjusted_ebitda":65900000}},"named_entities":{"people":[],"products":["Navigator Pegasus","Navigator Parsec","Navigator Pleione","Unigas Pool","Ethylene Export Terminal"],"companies":[{"name":"Navigator Holdings Ltd.","ticker":"1NV"},{"name":"Bernhard Schulte (Singapore) Holdings Pte. Ltd.","relationship":"proposed acquirer"},{"name":"Sloman Neptun Schiffahrts-Aktiengesellschaft","relationship":"proposed acquirer"},{"name":"BW Group Limited","relationship":"selling shareholder"},{"name":"Enterprise Products Partners","relationship":"joint venture partner"}],"dollarAmounts":[{"amount":"$4.3 million","context":"quarterly cash dividend aggregate amount"},{"amount":"$6.3 million","context":"expected share repurchases"},{"amount":"$183 million","context":"aggregate purchase price for Proposed Unigas Transaction"},{"amount":"$140.6 million","context":"Q1 2026 total operating revenues"},{"amount":"$35.5 million","context":"Q1 2026 net income attributable to stockholders"},{"amount":"$17.50","context":"public offering price per share"}]},"model_name":"glm-4.7","prompt_hash":"sha256:511026a279f8af46","schema_hash":"sha256:96555d0809de301c","created_at":"2026-05-06T14:43:23.890Z","global_importance":35,"audience_relevance":35,"importance_components":{"tickerTier":"mid-cap","eventGravity":"earnings_beat","sectorWeight":"industrials"}},"durationMs":185235,"modelName":"glm-4.7"}}